GENERAL BUSINESS TERMS

TRANSLATION

General information

1.1. These General Businesss Terms shall govern the legal relationship between the Supplier and the Client and shall take precedence over any of the Client’s (general) Business Terms, unless the Supplier acknowledges the Client’s terms in writing.
1.2. The accepted terms may be changed or cancelled solely with the consent of both parties – the Client and the Supplier.

Definitions

2.1. For the purposes of these General Business Terms, the following terms shall be defined as follows:
SUPPLIER – Biro 2000 d.o.o., Stegne 7, 1000 Ljubljana, Slovenia (Biro 2000 d.o.o also works under a trade name birotranslations)
CLIENT – (legal or natural) person entering into a contract with the Supplier
CONTRACT – the written agreement entered into by the Supplier and the Client, and confirmed by both parties in respect of the services ordered by the Client and performed by the Supplier as well as any specified requirements. Under the Contract, the Client shall also agree with these General Business Terms.
TARGET LANGUAGE – the language into which the translation is done
QUOTE – the document in written form submitted by the Supplier and specifying the price, the delivery deadline and the Client’s requirements
PARTY or PARTY TO THE CONTRACT – Supplier and/or Client

The Quote and the conclusion of the Contract

3.1. If the Client sends the Supplier all of the documents the Client wants translated, the Supplier shall make a Quote. The price and deadline shall be fixed.
3.2. In the event that the Client does not send the Supplier all of the documents the Client wants translated or sends only a sample of the documents, the Supplier shall make a general quote and cost estimate, which shall not be binding on the Supplier. The Supplier may change or withdraw the proposed delivery deadline or the price referred to in this general quote if prior to making the quote the Supplier did not have the opportunity to see the entire document that the Client wants translated or reviewed.
3.3. If the Client sends the document in a format that does not allow standard text analysis and editing and word counting, the Supplier shall make a general quote and cost estimate, while the final price shall be determined on the basis of the final word count.
3.4. The Supplier shall regard as the Client any (legal or natural) person who confirms the Contract unless that person expressly claims to be acting in accordance with the instructions and on behalf and at the cost of a third party, whom that person shall also disclose to the Supplier. The Supplier shall not be obliged to implement the Contract until the assumed client provides the Supplier with confirmation of the Contract or confirmation that the legal or natural person who confirmed the contract may validly act on behalf of the assumed client.
3.5. Once the Client has confirmed the Quote, it shall become the Contract.
3.6. The Contract between the Client and the Supplier may be entered into in any written form (electronic mail, confirmation via fax …). Any other agreements relating to the Contract must also be done in writing, or otherwise they shall not be binding on the Supplier.

Delivery deadline

4.1. The Supplier shall perform the contractual service within the time and in the manner specified in the Contract.
4.2. The time when the work performed is delivered (to the post office, courier…) or, if submitted electronically (by email, fax, FTP), when the data transfer is completed, shall be regarded as the time of delivery.
4.3. The Client must immediately confirm receipt of the work performed. In doing so, the Client shall also confirm that the ordered service was performed within the agreed time and in the agreed manner.
4.4. If the Client does not confirm receipt within 24 (twenty-four) hours after the expiry of the agreed delivery deadline and/or does not make any queries relating to the ordered services, the Supplier shall take this to mean that the Client has received the ordered service within the agreed deadline and in the agreed manner and that the Client has no comments, claims or complaints regarding the contents of the service.
4.5. If during the performance of the service the Supplier realises that due to factors which are beyond its influence the Supplier (irrespective of whether such factors are of an external nature or originate with the Supplier) will not be able to perform the services within the agreed time, the Supplier shall immediately notify the Client of the new situation. If the Client cannot extend the agreed deadline, the Supplier may cancel the Contract unilaterally. In that case, the Supplier shall not incur any additional costs, and the Client shall disburse payment for the work done until that time.

Changes to the Contract or the cancellation of the Contract

5.1. If the Client, after entering into the Contract, asks for changes in the specifications of the request for the performance of the service (additional instructions that could make the work process more difficult, or additional material to be translated, etc.), which the Client ordered from the Supplier under the Contract, the Supplier shall have the right (i) to change the delivery deadline and price or (ii), if the Supplier does not have adequate capacity for performing the service with the new specifications, to turn down the Contract.. If the Client does not agree with the modified price or new delivery deadline (case (i)), the Supplier shall have the right to terminate the Contract. In that case and in case (ii), the Client shall disburse payment for the work done until that time. In that case, the Supplier shall, at the request of the Client, send the work done, but shall not be responsible for the quality of the service performed as the service was not performed to completion and, accordingly, not all of the quality assurance procedures were carried out.
5.2. If for whatever reason the Client terminates the Contract during its implementation, the Client shall pay the Supplier for the work done until that time and another 10% of the entire amount of the Contract. In that case, the Supplier shall, at the request of the Client, send the work done, but shall not be responsible for the quality of the service performed as the service was not performed to completion and, accordingly, not all of the quality assurance procedures were carried out.

Implementation of the Contract

6.1. The Supplier shall undertake to perform the work professionally and in accordance with the Contract.
6.2. The Client shall undertake to be available for any questions and to provide answers to those questions during the implementation of the Contract.
6.3. If the document that is the subject of the Contract contains (i) terminology with Client-specific terms and (ii) abbreviations, the Client must (i) submit a list of corresponding terms in the target language to the Supplier and/or (ii) designate a responsible person on the Client’s end who will be available for terminology-related questions. If the Client does not fulfil this obligation, complaints and claims relating to terminology shall not be justified.
6.4. If the Client uses a style guide which should be taken into consideration during translation, the Client must submit it to the Supplier before the beginning of the Contract. If the Client does not fulfil this obligation, complaints and claims relating to style shall not be justified.
6.5. The Supplier shall undertake to treat all materials received from the Client with strict confidentiality.

Prices and payment

7.1 Prices shall be calculated on the basis of a word count. A translation page shall be calculated as 250 words. The basis shall be the number of words in the source language (unless due to the printed format of the source document the word count cannot be determined – in which case the basis shall be the word count in the target document).
7.2 Unless agreed otherwise, the minimum order shall be one (1) translation page or 250 words.
7.3 The price from the price quote shall refer only to the services specified in the Order.
7.4 The prices shall not include VAT. It shall be calculated separately.
7.5 The Supplier shall have the right to present an invoice immediately upon submission of the work to the Client. In certain cases, the Supplier shall have the right to present an invoice for an advance payment that the Supplier must make before beginning work.
7.6 The date when the invoice is due shall be stated in the invoice. In case of a delay, the Supplier shall have the right to charge statutory default interest.

Complaints

8.1 A job performed shall be regarded as incomplete if it is not performed in accordance with the Contract and/or submitted reference materials (glossaries, other documents sent by the Client as help in translation….) and/or contains semantic or grammatical errors. In all other cases, a delivered job shall be regarded as having been performed in accordance with the Contract.
8.2 The Client must make a complaint in writing, stating the name and/or number of the project to which the complaint refers and the reasons for the complaint and describe the types of errors in detail.
8.3 The Supplier shall take the complaint seriously, determine whether the Client’s complaint is justified and provide its reply accordingly. If the Supplier determines that the complaint is justified, the Supplier shall correct the mistakes at its own cost and resubmit the work in accordance with the deadline that was subsequently agreed to by both parties. In that case, the Client shall not be entitled to a discount on the service performed.
8.4 If there is a dispute between the Client and the Supplier with regard to errors, the parties shall undertake to settle the dispute out of court with the help of an impartial arbitrator, who will be consensually selected by both parties. If the impartial arbitrator finds the errors referred to in point 8.2., the costs of the impartial arbitrator shall be defrayed by the Supplier; otherwise, the costs shall be defrayed by the Client.
8.5 The Client may file a complaint not later than within 14 days of the date of delivery specified in the Contract provided that the Client confirmed receipt within 24 hours of the expiry of the agreed delivery deadline. If the Client files a complaint later, the Supplier shall not be obligated to address the complaint, and the Client shall forfeit the right to any claims against the Supplier.

Limited liability

9.1 The Supplier shall be responsible for any damage that may occur due to errors in the work performed, but only up to the amount of the final price of the work (the price specified in the Contract). The Supplier shall not be responsible for any other indirect damage.

Special provisions

10.1 The Client shall undertake not to contact the translator unless the Client obtains written approval for it from the Supplier. If the Client contacts the translator (with prior written approval), the Client shall not discuss financial and other aspects of business relating to the Contract in question.
10.2 The Client shall report any agreements with the translator to the Supplier.
10.3 If violations in respect of points 10.1 and 10.2, are established, the Client shall pay the Supplier a contractual penalty of EUR 5,000.00.

Copyright

11.1 Once the Client has discharged all of the Client’s financial and other obligations relating to the service that is the subject of the Contract, the Supplier shall transfer copyright on the work associated with this project to the Client. Copyright shall remain the property of the Supplier until the Client’s financial and other obligations to the Supplier have been discharged.

References

12.1 The Supplier may use the Client’s name as a reference on its web site and in its other marketing materials.

Final provisions

13.1 These terms shall be regarded as the General Business Terms of Biro 2000 d.o.o., with a registered office at Stegne 7, 1000 Ljubljana, Slovenia.
13.2 The text of these General Business Terms shall be binding on both Parties to the Contract.
13.3 These General Terms shall be valid as of 1st August 2010 and may be changed at any time wihout notice.