GENERAL TERMS OF AGREEMENT FOR DELINGUA’S TRANSLATION WORK
1 – GENERAL
These general terms of agreement are applied to all translation, localisation and proofreading assignments arranged between DELINGUA Oy (hereinafter “Delingua”) and the customer (hereinafter “the Customer”), unless otherwise agreed between Delingua and the Customer in connection with the assignment. These general terms of agreement are valid until further notice.
2 – QUOTES AND AGREEMENTS
2.1
Delingua provides the Customer with a quote and a cost estimate for the translation work, based on the information provided by the Customer. The quotes and cost estimates drawn up by Delingua are not, however, binding, unless Delingua has seen the entire text to be translated and subsequently provides a quote that is explicitly binding.
2.2
Delingua and the Customer agree on the delivery time for the translation and any possible factors that will affect the schedule when agreeing on the translation work.
2.3
An agreement has been concluded once the Customer accepts the quote provided by Delingua, either verbally or in writing.
2.4
Delingua considers the person or entity who has commissioned the assignment from Delingua to be the Customer, unless the person/entity in question has explicitly stated that they are working on behalf of and being compensated by a third party. In this case, Delingua must be informed, in connection with the order, of the name, address and invoicing address of the third party.
2.5
Delingua reserves the right to require the Customer to make an advance payment before beginning the assignment.
3 – RESPONSIBILITIES OF THE CUSTOMER
3.1
The Customer agrees to hand over for Delingua’s use, according to the agreed schedule, all documents necessary for the completion of the ordered work, and, when needed, other reference material, such as previous translations, glossaries, publications, images and other basic information in its possession. The Customer is required to inform Delingua of the purpose and target audience of the text to be translated prior to the start of the work. The Customer and Delingua shall agree on the method of revision, the method and form of delivery and the layout of the text. Translated texts are delivered in the same file format and via the same delivery channel as the original files, unless otherwise agreed with the customer or unless another delivery method is technically necessary. If necessary, the Customer shall demonstrate to Delingua any particular methods used in the source text or the structure or function of a technical device. The Customer is responsible for the basic information, guidelines and directions that it has provided to Delingua concerning the assignment, as well as for the translation being applicable to its purpose.
3.2
In the event that the Customer makes significant changes to the assignment after the parties have entered into the Agreement, Delingua reserves the right to either change the price quoted and/or the conditions of delivery, or to decline the assignment in its entirety. Delingua must be informed in writing of any desired changes. The Customer is responsible for any costs or delays incurred due to the change.
3.3
In the event that the Customer cancels the assignment, Delingua reserves the right to demand payment for translation work already completed, the preparations made for the incomplete parts of the work and the time reserved for the work, any possible delivery costs, other additional costs and the inconvenience and loss incurred due to the cancellation. At the request of the Customer, Delingua will deliver to the Customer the translations that are already complete.
4 – RESPONSIBILITIES OF DELINGUA
4.1 Completing the work
4.1.1
Delingua shall complete the work assigned to the best of its abilities, with the professional skills required and according to good translation practices. Unless explicitly prohibited, Delingua reserves the right to consult experts in other fields in translation assignments (see section 5.7). The Customer is responsible for the costs of expert consultation if the matter has been agreed upon beforehand. In other cases, the costs are part of the compensation received by Delingua, and Delingua is responsible for compensating the experts it consults.
4.1.2
Delingua handles all information received from the Customer with the utmost confidentiality. Delingua and the Customer may also choose to sign a separate non-disclosure agreement.
4.2 Responsibility for errors and changes
4.2.1
Delingua is responsible for ensuring that the work is carried out as agreed. Delingua is also responsible for the translation on behalf of the experts it has consulted, unless Delingua and the Customer have agreed otherwise. If the source text is unclear or deficient, the Customer or its appointed contact person must deliver the necessary clarifications in order for the responsibility for the translation to remain with Delingua.
4.2.2
Delingua reserves the right to rectify or correct any errors or deficiencies in the translation. Delingua is not responsible for corrections or changes made to the translation by the Customer or another party after Delingua has delivered the translation to the Customer.
4.2.3
Delingua’s liability never exceeds the value of the assignment in question. Delingua is liable exclusively for those losses or damage incurred as a direct result of an error or deficiency on the part of Delingua. Delingua is not liable for other types of losses, such as consequential losses, losses of income or delays. These limitations do not, however, apply to events in which the loss or damage has been incurred as a result of intentional actions or gross negligence on the part of Delingua.
4.2.4
Delingua’s responsibility continues until the Customer has verified and accepted the translation produced by Delingua. The Customer is responsible for verifying the content. Delingua’s responsibility ends, however, fourteen (14) days after the work has been sent via mail or otherwise delivered to the Customer if the Customer has not by this time provided Delingua with a complaint in writing regarding the quality of the work or regarding invoicing. Even after the aforementioned time period, Delingua is responsible for such errors and deficiencies that the Customer proves to be due to Delingua’s intentional actions or gross negligence and which the Customer could not have reasonably detected fourteen (14) days after the translation was delivered to the Customer. Delingua is released from the responsibility in question one (1) year after having delivered the work to the Customer.
4.2.5
If a complaint made by the Customer within the time limit is justified, Delingua must be given a reasonable amount of time to improve the translation or complete a new one. In the event that Delingua is unable to reasonably improve the text or translate it again, it may grant the Customer a discount. Any possible complaints do not release the Customer from its liability for payment.
5 DATA PROTECTION CONDITIONS
5.1 Background and purpose of processing
The Customer acts as the data controller according to the data protection legislation for those personal data concerning its customers, employees or other persons that Delingua processes in order to produce its service. As the data controller, the Customer defines the purpose and means of processing of its personal data. As the data controller, the Customer is responsible for the Customer’s personal data and the lawfulness of the processing thereof in accordance with the applicable data protection legislation. The Customer is responsible for taking all necessary measures and obtaining, safeguarding and maintaining all rights, consents and authorisations that are necessary for Delingua as the personal data processor to produce the service in accordance with the Data Protection Conditions detailed in section 5 as well as the separate personal data processing agreement without breaching any laws or infringing the rights of a third party.
Delingua acts as the processor of the Customer’s personal data and is responsible for ensuring that it processes the Customer’s personal data on behalf of the Customer in accordance with the applicable data protection legislation and in such a way that is necessary in order to provide the service and with regard to the Data Protection Conditions detailed in section 5 as well as the separate personal data processing agreement.
5.2 Non-disclosure obligation
Delingua keeps the Customer’s personal data confidential and ensures that the persons authorised to process the Customer’s personal data have committed to complying with the non-disclosure obligation or that the statutory non-disclosure obligation applies to them.
5.3 Transfer and disclosure of personal data
Delingua processes the Customer’s personal data only to the extent required for translation, localisation and proofreading services. As a general rule, when producing the Service, Delingua may, within the limits set out in the currently valid data protection legislation, transfer or disclose the Customer’s data to its accounting company and system providers, who are under an obligation to process the data only for activities conducted on behalf of Delingua.
5.4 Transfer of data outside the EU/EEA
Personal data provided by the Customer to Delingua will not be transferred outside the EU/EEA. Delingua may, however, reserve the right, if necessary, to transfer personal data delivered by the Customer outside the EU or EEA for the purposes of producing the service in accordance with the data protection legislation.
If the Customer’s personal data controlled by the data controller is transferred outside the European Union or European Economic Area in connection with an assignment, Delingua will implement the appropriate safeguards on behalf of the Customer to ensure and secure the rights and freedoms of the data subjects according to the requirements of the personal data protection legislation and the personal data processing agreement.
5.5 End of processing of personal data
As a general rule, Delingua erases the Customer’s personal data or returns it to the Customer according to the Customer’s written request once the assignment is completed and Delingua ceases to provide the service connected to the data processing, according to the personal data processing agreement, unless Delingua is required by law or a regulatory provision to store the personal data in question.
6 – BASIS FOR PRICES
6.1
Prices are based on the pre-agreed price per source text word, unless the pricing has been otherwise agreed upon. The price is affected by the following factors, among others: the quality level according to the Agreement, the degree of difficulty of the text, the area of specialisation, volume and delivery schedule. If a precise price cannot be determined in advance, an estimated price is provided, if necessary, and this can be specified further as the work progresses.
6.2
Delingua reserves the right to invoice a minimum charge as indicated in the quote or order confirmation for the assignment, where the price calculated at the per-word rate is less than the sum in question.
6.3
Delingua reserves the right to raise the agreed price if the translation requires more work, expert consultation and expenses than what could reasonably have been foreseen in connection with entering into the Agreement. In this case, Delingua must notify the Customer of the matter without delay.
6.4
All prices provided are net prices. The applicable value added tax is added to the net price as required by law.
6.5
Delingua will send the invoice to the invoicing address that the Customer has confirmed when placing the order at the latest at the end of the month of the delivery of the translation. Invoices sent by mail are subject to a EUR 5 charge.
6.6
A translation that has been delivered according to the Agreement shall be paid for in its entirety, within fourteen (14) days of sending the invoice, to Delingua’s account in the currency specified in the invoice unless otherwise agreed. The Customer shall pay for all account transfer costs as well as other banking costs.
6.7
If the payment is not made in full by the due date, the invoice is considered delayed with immediate effect and without a reminder, in which case the Customer must pay statutory interest for the delayed payment from the due date until the invoice is paid. The Customer must also pay for all collection charges incurred due to neglecting liability for payment.
6.8
If the Customer does not comply with the agreed terms of payment, Delingua reserves the right to interrupt assignments that are currently underway and send an invoice for the work completed.
7 – DELAY AND CANCELLATION OF ASSIGNMENT
7.1
The work must be completed according to the agreed schedule. If the changes referred to in section 3.2 increase the amount of work or otherwise delay the work, Delingua has the right to a necessary extension in the schedule.
7.2
Delingua is not responsible for any delay in the work that is caused by the Customer not delivering the source text or reference material to Delingua either when making the Agreement or at another time, or if Delingua’s work is delayed due to another reason caused by the Customer.
7.3
Unforeseeable difficulty in doing the work can be a basis for cancelling the Agreement or for transferring it to a third party. Upon discovering that the work is unforeseeably difficult, Delingua must inform the Customer of the matter without delay.
7.4
If Delingua’s work is delayed for a force majeure reason, the parties shall agree on extending the time of delivery or on terminating the agreement.
7.5
A notification regarding the delay will be made by e-mail or in another written form as soon as the delay has occurred or can be foreseen. Measures that must be taken as a result of the delay are agreed upon separately.
8 – DISPUTES
Any disputes between the Customer and Delingua should be resolved through arbitration. Disputes that cannot be resolved through arbitration shall be resolved by the District Court of Helsinki according to Finnish law.
