A General
1. About The Translator Group/Prologic GmbH
For the purpose of these General Terms and Conditions, The Translator Group referred to as TTG hereinafter refers to The Native Translator, The Business Translator and The Lowcost Translator with which a Customer enters into an assignment agreement.
2. Application
These General Terms and Conditions are applicable to all assignments for translation and/or related services, accepted by TTG and the Customer unless otherwise agreed in writing or required by law.
B Assignment
1. Acceptance of assignment
An assignment agreement is entered into when the Customer accepts the price estimate proposed by TTG in respect of an assignment or the parties come to a specific agreement. To the extent that an assignment is initiated or implemented without a written contract or acknowledgement of order, the relevant parts of these General Terms and Conditions shall apply.
TTG reserves the right to decline an assignment if TTG considers the assignment to contain a criminal element or if the nature of the assignment in general is in breach of TTG’s Code of Conduct. TTG also reserves the right to decline an assignment if the Customer fails to satisfy TTG’s general credit policy.
2. Implementation and basis of assignment
The work of TTG is carried out with accuracy and care by competent personnel and in accordance with the assignment agreement entered into by both parties. TTG abides by the Code of Good Practice appropriate to its line of work. Unless otherwise agreed by TTG and the Customer, TTG will employ the methods and standards pertinent to its work.
The Customer shall provide TTG with the material required in order for TTG to carry out the assignment in accordance with the assignment agreement whereupon TTG shall notify the Customer if it is not in receipt of the full material required. If the necessary material is not received from the Customer, TTG is entitled to an extension of delivery in addition to compensation for any expenditure incurred. If the absence of the material required renders it significantly more difficult for TTG to carry out the assignment, TTG has the right to terminate the assignment with immediate effect whereupon TTG shall be entitled to compensation from the Customer for work carried out until the date of termination in addition to the cost of terminating the assignment and loss of revenue.
3. Terms of delivery
Terms of delivery are agreed in association with each individual assignment contract.
4. Delay in delivery
Should a delay in delivery from TTG occur for reasons that do not involve the Customer and such delay is not accepted by the Customer, the Customer will be compensated for the delayed part of the delivery with up to 4 % of the delayed part of the delivery per week or a maximum of 10 % of the total order value. If a delay in delivery entitles the Customer to the maximum amount of compensation, the Customer has the right to terminate the delayed part of the assignment. If the Customer decides to terminate the delayed part of an assignment, no additional compensation other than the compensation specified herein is payable.
If a delay in delivery from TTG is considered significant given the volume and frequency of the assignment, the Customer is entitled to terminate the assignment with immediate effect and, if relevant, is liable to pay for the completed parts of the assignment with a deduction for the compensation specified herein. No other sanctions shall apply owing to a delay in delivery from TTG.
5. Liability for fault or defect
TTG is liable for any fault or defect arising from the implementation of an assignment that is not of insignificant importance to the Customer unless the fault or defect is caused by a fault or defect in the original material submitted by the Customer or any other circumstances of the Customer. In the event of a fault or defect arising from the performance of TTG, such fault or defect shall be corrected at the expense of TTG.
If making a complaint about a delivery of material, the Customer shall file its complaint within fourteen (14) days from the date of delivery. TTG reserves the right to request payment as per applicable pricelist for any amendment made because of a complaint filed subsequent to this period. An amendment made as a result of a complaint filed over sixty (30) days after a delivery of material is always considered to be a new assignment and dealt with accordingly.
6. Confidentiality
Confidential documents and files made available to TTG in connection with an assignment are treated as strictly confidential and will not be disclosed to a third party without the approval of the Customer with the exception of TTG’s members of staff or authorised advisers or consultants. TTG shall ensure that all relevant members of staff, advisers and consultants have signed a Confidentiality Agreement vis-à-vis TTG to the same effect. Confidential information does not include information that is or will be known to the general public or that in any other way (unrelated to the assignment) is received by TTG.
Unless the Customer has requested in writing that TTG use a specific alternative delivery mode, TTG is not in breach of the confidentiality clause above if delivering the assignment to the Customer via the same delivery mode used by the Customer to supply the original and related material to TTG.
7. Ownership and right of use of end product
The end product of the assignment submitted to the Customer is the property of the Customer for unconditional use subject to TTG having received full payment. However, TTG is entitled to have free disposal and use of glossaries and translation memories created in conjunction with the assignment.
C Price
1. Price of assignment
The price for a translation is agreed on an individual assignment basis based on word count, language combination, complexity and required extra services as DTP.
2. Amendments and supplements
a) If the Customer asks for an amendment to be made to the agreed schedule, TTG is entitled to charge the Customer for the extra work involved with such amendment as per applicable pricelist.
b) If the Customer wishes to make any other amendment to the assignment, TTG is entitled to deduct a surcharge in addition to the agreed price. Such amendment includes the addition of supplementary conditions. The surcharge deduction is made in line with the applicable pricelist whereupon TTG is required to update the relevant terms of delivery and price in line with the amendment made.
3. Termination
The Customer is entitled to terminate an assignment prior to delivery conditional on the Customer compensating TTG for the work carried out prior to notice of termination in addition to the cost of terminating the assignment and loss of revenue.
4. Value Added Tax
The price listed in the assignment contract or price estimate proposed by TTG does not include value added tax except when intended for private individuals.
5. Terms of payment
TTG will invoice the Customer upon completion of the assignment and following a credit rating. All invoices are payable within ten (30) days from the date of invoice. Interest on overdue payments is charged with 8% per annum.
Due to the nature of the assignment or the customership, TTG is entitled, if it so deems necessary, to request the issue of a monthly or advance invoice. In case of monthly invoicing, TTG will charge for the work carried out throughout the month adding up to the total price of the assignment.
In case of advance invoicing, 30 % of the agreed or estimated total price is invoiced at the time of accepting the order. When an assignment incorporates a number of part deliveries, TTG will only issue an advance invoice if the value of one or more of the part deliveries exceeds EUR 5,000 and the estimated delivery period is over thirty (30) days. The invoice amount is then calculated on the basis of the agreed or estimated price of the part delivery.
6. Overdue payments
TTG is entitled to terminate the assignment in the event of the Customer being in arrears with payments of significance importance to TTG. TTG is also entitled to claim compensation from the Customer for work carried out until the date of termination in addition to the cost of terminating the assignment and loss of revenue.
D Other terms and conditions
1. Legal infringement
TTG is liable to ensure that the services offered by TTG do not infringe on the rights of another entity such as a patent, brand name or copyright subject to and in so far as the material submitted to TTG forming the basis of the services offered by TTG, do not infringe on the rights of another entity such as a patent, brand name or copyright. The Customer is liable to ensure that the material submitted to TTG and subsequent handling of such material does not infringe on the intellectual property rights of another entity. The Customer shall indemnify TTG for any claims made by a third party in connection with an assignment carried out by TTG on behalf of the Customer.
2. Limited liability
Aside from these General Terms and Conditions, the Customer cannot make a claim against TTG in connection with an assignment. The Customer is not entitled to any compensation for loss of production, loss of revenue or any other indirect damage and on no account is TTG liable for damage in connection with the payment of compensation to a third party. As regards delivery of an assignment by electronic means TTG shall not be held liable for any damage caused by a so-called computer virus or any other problem beyond the control of TTG. Moreover, TTG disclaims all liability in connection with a problem that occurs as a result of the Customer using the end product of the assignment or that is pertaining to the technical equipment or software used by the Customer or another entity. The liability of TTG and its subcontractors is limited to an amount equal to the agreed total value of the assignment.
In order to be able to provide entitlement to compensation, any claim for damages shall be submitted to TTG in writing as soon as possible after the damage has been discovered, and no later than 90 days after completion of the assignment.
3. Force majeure
TTG shall not be held responsible for any loss caused if TTG or its subcontractors are late in delivering an assignment due to unforeseen circumstances beyond the control of TTG or its subcontractors, including but not limited to illness, fire, stroke of lightning, natural disaster, strike, boycott, industrial conflict, war, mobilisation or unexpected call-up for military service, exchange currency restrictions, insufficient or deficient power supply, telecommunications including network communications, insurrection and riots or any other comparable circumstance or unanticipated Government action.
4. Personal Data
4.1 Processing of personal data
Documents sent to TTG for processing may contain personal data. To the extent TTG processes any personal data on behalf of the Customer the terms of GDPR shall apply.
As the Data Controller, it is the Customer’s responsibility to obtain consent from data subjects mentioned in documents sent to TTG for processing or to make sure that another legal basis for the processing is in place.
4.2 Anonymisation
When processing (e.g. translating) documents, TTG may – depending on the native language requirements – need to transfer the documents to a vendor based in a third country that has no adequacy decision.
To be able to perform language service-related processing to a document (e.g. translate the content), the document must be in clear text and, as such, cannot be encrypted other than during the transfer.
Therefore, before sending documents containing personal data to TTG, the Customer must take responsibility for anonymising personal data in such documents or by other means ensure that the personal data can no longer be attributed to a specific data subject. This is particularly important if the documents are to be translated into a language of a third country with no adequacy decision or otherwise processed by a native language speaker of such a third country, since the local legislation of that country may be in direct conflict with EU and or US privacy laws.
Furthermore, TTG may use CAT tools that store the content of the documents (including the personal data) in a translation memory specific to the Customer. If TTG may not store the personal data from the Customer’s documents in translation memories or other databases as part of the processing, the Customer must anonymise documents before sending them to TTG for processing.
4.3 Storage
TTG stores customer project files on our file servers for 90 days, after which they are deleted. The content of translation memories will be stored for as long as the Customer wishes us to store it.
4.4 Ownership
The data stored in translation memories and other databases used for processing the Customer’s documents are the Customer’s data, and TTG processes the data according to the Customer’s instructions.
4.5 Deletion
If personal data needs to be deleted from translation memories and other databases, TTG would either delete the entire translation memory and/or database, or charge a fee for filtering out the data, where possible.
5. Governing law and court
The interpretation and application of these General Terms and Conditions shall be governed by Swiss law, Kanton Obwalden.
Any disputes relating to the validity, interpretation or application of these General Terms and Conditions shall be decided at the Kantonsgericht in Sarnen Kanton Obwalden, Switzerland.
