1. GENERAL PROVISIONS
- These General Terms and Conditions (henceforth GTC) are meant to regulate the rights and obligations pertaining to the provision of services by Technica Translations OÜ (henceforth TT) to its customers (henceforth the Customer), both together henceforth the Parties.
2. THE SERVICE
- TT provides services to the Customer when requested by the Customer and in compliance with the present GTC. Unless agreed otherwise between TT and the Customer, the services provided by TT are translation services.
- The essence of translation services is rendering the information contained in the source text in another language in the target text. In case of auxiliary services, the nature and aim of the service shall be agreed upon separately between the Parties.
- The services provided by TT include translation, various forms of text editing, machine translation post-editing, transcreation, desktop publication and various technical tasks related to terminology management (henceforth the Service).
3. RIGHTS AND OBLIGATIONS OF PARTIES
Rights and obligations of the Customer
- TT and the Customer shall agree upon the nature of the service provided, its aims, timelines, formats, pricing and other conditions not set forth in the GTC separately.
- The Customer has the right to inform TT of the specific intended purpose of the Service. If the Customer does not inform TT of the specific intended purpose of the Service, it is understood that the Service is translation for business purposes. The Customer is entitled to use the product of the Service only for the intended purpose. If the Customer uses the product of the Service for other purposes than the one that TT was informed of when providing the Service, TT will not be held responsible for the possible damages.
- The Customer is obliged to provide all information and materials needed for performing the Service to TT within the time agreed with TT.
- The Customer has the right to expect that the Service must be provided within the time agreed with TT. If the Customer has not provided all information and materials needed for performing the Service to TT within the time agreed with TT, the Customer does not have the right to expect that the Service must be provided within the agreed time.
- The Customer has the right to receive the Service in the manner and time agreed with TT. Unless agreed otherwise, the Service will be delivered electronically to the mail address used by the Customer to order the Service.
- The Customer has the right to request corrections and amendments to the product of the Service within 14 days from delivering the product of the Service, unless agreed otherwise between the Parties.
- The Customer has the right to cancel the order for the Service at any time.
Rights and obligations of TT
- TT has the right to request payment of the agreed price for the Service.
- TT has the right to request and receive additional information from the Customer regarding the intended purpose of the Service within the time agreed with the Customer.
- TT is obliged to perform the Service fully within the time agreed with the Customer. If the Customer has not provided the information and materials needed for performing the Service in full within agreed time, TT is not obliged to perform the Service within the time agreed.
- TT is obliged to inform the Customer immediately of any circumstances obstructing the delivery of the Service within the time agreed. Unless circumstances obstructing TT from performing the Service on time have been eliminated, TT is not responsible for the effects these circumstances may have had on the Service.
- TT will keep all materials pertaining to the Service, including source and target files, termbases, translation memories etc. for 2 months after the final delivery of the Service, if not agreed otherwise between the Parties. If the product of the Service has not been delivered to the Customer within 2 months from the time agreed for delivery, for reasons that are not dependent on TT, TT has the right to destroy all materials pertaining to the Service. The Parties may agree separately on a different term for keeping the materials.
4. INTELLECTUAL PROPERTY AND COPYRIGHT
- The product of the Service is an object of copyright. The intellectual property rights and financial rights regarding the product of the Service are transferred to the Customer when the product of the Service is delivered, for the whole term of the validity of the respective rights, without any territorial restrictions.
- The financial rights regarding the product of the Service are not transferred to the Customer until the Customer has paid for the Service in full. The Customer has the right to use the product of the Service only after it has been paid for in full, unless agreed otherwise by the Parties.
- The Customer is fully responsible for any violations of the rights of third parties occurring as a result of the Customer ordering the Service from TT. TT will not be held responsible for any such violations.
- Considering the fact that TT is providing a Service to the Customer, the Parties acknowledge that the Customer can disclose to TT confidential information about the Customer or third parties (including customers and employees of the Customer), henceforth Confidential Information, which can include the following information: information about the person of the Customer and/or the customers and/or employees of the Customer, their economic status, transactions, any kind of data or procedures pertaining to accounting or any other business practices; information about plans or strategic decisions of the Customer and/or the customers and/or employees of the Customer; any other information about the activities of Customer and/or the customers and/or employees of the Customer that is not public.
- TT is obligated to keep Confidential Information strictly confidential by applying all modern data security and other relevant measures. TT is obligated not to use Confidential Information in its own interest, nor let third parties use Confidential Information in their own interests. TT is obligated to return, upon first request of the Customer, all data carriers (including copies) containing Confidential Information to the Customer. TT is obligated to guarantee that its employees, representatives, consultants, subcontractors and other persons related to TT fulfill the confidentiality obligation stipulated herein. TT is obligated not to disclose to third parties any information that has become known to it as a result of providing the Service.
- Disclosing Confidential Information to third parties is allowed only upon written permission of the other Party, or in cases stipulated in the legislation of the Republic of Estonia. Any kind of interpretation, copying, reproduction or any other kind of direct or indirect publishing or making accessible to third parties of Confidential Information is treated as disclosing Confidential Information.
- TT is obligated to use information obtained from the Customer for the sole purpose of providing the Service, i.e. for the purpose agreed with the Customer. TT is obligated to take measures to avoid the disclosing of Confidential Information to unauthorised persons. For this purpose, TT is obligated to keep all materials of the Customer, electronic as well as physical, secure. TT is obligated to ensure the confidentiality of any information submited by the Customer also after the Service has been performed and its product delivered to the Customer.
- TT guarantees compliance with all applicable data security legislation and requirements within its area of responsibility. All additional requirements concerning data security shall be agreed separately between Parties.
- The confidentiality obligation stipulated in this section 5 applies indefinitely.
- The Customer pays TT for the rendered Services according to the invoice submitted to the Customer, the prices having been agreed in a service contract, a price quote submitted by TT and accepted by the Customer, or the current price list of TT.
- The volumes of all texts are calculated in source words, if not agreed otherwie between the Parties. The prices for Services can be calculated either in text volume, hours or other units as agreed between the Parties. If so agreed between the Parties, volumes can also be calculated in pages or lines.
- If text volume is used to calculate the price of the Service, volumes are calculated by source text wordcounts. Prices may differ by language pair, complexity level of text and nature of the service requested.
- If the Customer has not informed TT of any special conditions regarding the Service or shown the source materials to TT before TT presents the price quote, the price quote is indicative and not binding.
- Invoices for Services of TT are to be paid by bank transfer to the IBAN account of TT, unless agreed otherwise between the Parties. TT has the right to request a prepayment, a deposit or payment by instalments.
- The date for paying for Services is the due date indicated on the invoice. This also applies in a situation where TT has performed a Service as agreed, but has not been able to deliver the product of the Service to the Customer for reasons not dependent on TT.
- If the Customer cancels a Service, all work on performing the Service are stopped and the Customer will be charged for the amount of Services performed by that moment.
- The Parties fulfill their obligations arising from the GTC and service contract in good faith and according to best practices, exercising due diligence and following standard business traditions.
- The Parties are not responsible for failing to fulfill their respective obligations if this is caused by force majeure or circumstances that the respective Party could not influence and that could not have been foreseen reasonably.
- If not stipulated otherwise in imperative legal norms, the following applies:
- TT's accounatbility to the Customer is limited to the amount payable for the Service;
- TT is not responsible for indirect damages that have been suffered by the Customer (e.g. revenue not recieved).
- The Customer has the right to submit a claim regarding the quality of the Service during 14 days after the final delivery of the product of the Service. The Customer does not have the right to submit a claim regarding the quality of the Service if the source files were of low quality, unreadable or incomprehensible for any other reason.
- If the claim of the Customer is substantiated, the Parties will agree upon a time by when TT will rectify the shortcomings with no additional charge.
- Submitting a claim or a request to rectify shortcomings does not give the Customer a right to
delay payment for the Service.
- Unless agreed otherwise between the Parties, TT is not responsible for the following: changes in stylistic or specific terms or abbreviations in texts; transliteration of names or addresses from or into non-Latin alphabets; software compatibility; application of full QA procedures if the Service is performed as express service; mistakes in the target text caused by mistakes in the source text.
- In case of delays with meeting its financial obligations towards TT, the Customer is obligated to pay delay fines as specified in the service contract or on the invoice issued by TT.
8. APPLICABLE LAW AND SETTLEMENT OF DISPUTES
- Laws of the Republic of Estonia apply to the GTC, service contracts, their fulfilment and interpretation, and arguments arising from the contracts.
- In case of disagreements between Parties, efforts are made to solve them by negotiations. If the Parties are not able to settle disputes immediately, all claims have to be presented in writing or in another manner agreed between the Parties.
- A claim must include references to the circumstances and documents that form the basis for the claim. TT will review the claim and notify the other Party of its decision in a manner and period agreed with the other Party, not later than 7 workdays from receiving the claim.
- If the Parties do not reach an agreement, the dispute will be solved by the Consumer Complaints Committee of the Consumer Protection Board or a court.
- Court disputes between the Parties shall be settled in a court of the district where TT is registered, unless required otherwise by imperative provisions of the law.
9. FINAL PROVISIONS
- Amendments and improvements can be implemeted to a service contract upon agreement by both Parties. TT has the right to amend GTC unilaterally without prior notification by publishing the new GTC on its website. The new GTC become effective when published.
- In matters not regulated by the GTC and/or service contract, the Parties are guided by the legal acts of the Republic of Estonia.
- If any provision of the GTC becomes void or invalid, this does not affect the validity of other provisions.
- In case of contradiction between the GTC and a service contract signed between TT and the Customer, the service contract takes precedence.
- The GTC have been established by TT and they apply to all service contracts. The GTC form an inseparable part of all service contracts.