GTC

General Terms and Conditions (GTC)

of Translex Büro für juristische Fachübersetzungen GmbH

1. General basis; Applicability

   1. All transactions between the Customer and Translex Büro für juristische Fachübersetzungen GmbH (hereinafter "Translex") shall exclusively be governed by these General Terms and Conditions (hereinafter "GTC"). The version applicable at the time the contract is concluded shall be relevant. As a matter of principle, Translex will only conclude contracts on the basis of the following terms and conditions. The Customer expressly confirms that they have taken note of these GTC in a legally binding manner, making them part of the contract. This shall also apply in the case that the Customer refers to their own general terms and conditions.

   2. These GTC shall also apply to all future contractual relationships, i.e. even in the case that they are not expressly referred to in supplementary or follow-up contracts.

   3. Derogating general terms and conditions of the Customer will become no part of the contract, unless they are expressly accepted by Translex in writing.

2. Services

   1. Translex provides language services for the Customer, including but not limited to translation and interpreting services, project management, as well as planning and providing any other additional services agreed, e.g. formatting, layout, etc.

   2. Translex agrees to carry out all jobs assigned to it according to the best of its knowledge and the general rules for language service providers, as well as according to the principles of efficiency. However, Translex shall not owe any success and shall not be liable for the suitability or fitness of its services for the purpose intended by the Customer, for which the Customer shall be responsible themself. Translex does not guarantee that the service provided by it will bring about the aims intended by the Customer. The Customer shall ensure that the service meets their requirements and is suitable for the intended purpose.

   3. The Customer undertakes to inform Translex about the purpose for which they intend to use the translation as early as upon transmission of the source text for the purpose of obtaining an offer, e.g. whether the translation is intended

      1. for a specific country,

      2. for information (only),

      3. publication and advertising,

      4. for legal purposes or patent proceedings, or

      5. for any other purpose for which a specific translation of the texts by the language service provider commissioned with the work is of importance.

   4. The Customer shall only be entitled to use the translation for the purpose indicated by them. If the Customer uses the translation for a purpose other than the one agreed, Translex shall not be liable, not even if the service is in conflict with the general rules for language service providers.

   5. Unless otherwise agreed Translex shall deliver translations in the form of one (non-certified) electronic copy.

   6. If the Customer wants Translex to use specific technology, they shall inform Translex accordingly and make the such technology available to Translex, unless the application is one that is commonly used by language service providers anyhow (e.g. InDesign or web content applications).

   7. The Customer shall be exclusively responsible for technical and linguistic correctness of the source text, which will not be checked by Translex.

   8. Translex shall be entitled to subcontract the job to qualified subcontractors. However, in this case Translex shall remain the contractor of the Customer and shall be solely responsible vis-à-vis the Customer.

   9. The name Translex and/or the company name Translex Büro für juristische Fachübersetzungen GmbH may only be added to a published translation if the entire text was translated by Translex and if no changes were made to the translation or if such changes were made in agreement with Translex.

3. Fees; Payment modalities

   1. The fees for the relevant language services will be calculated according to the prices of Translex applicable from time to time. Translation fees will be calculated based on the number of characters of a text in the target language and charged according to the number of standard pages,
      with one (1) standard page consisting of 30 standard lines at 55 characters each.
      The minimum price per order is EUR 60 exclusive of VAT.

   2. Services requiring more than standard word processing will be charged as agreed (e.g. if the source text is delivered in a special file format or a special graphics format requiring special software is requested by the Customer).

   3. The target text (outcome of translating) shall be the basis for calculation unless a flat rate has been agreed.

   4. Cost estimates will be prepared according to the best of Translex's expert knowledge and belief. The prices stated are non-binding reference figures that may be subject to change. If the price increases by 15% or more after an order has been placed, Translex shall immediately notify the Customer. In the case of unavoidable cost overruns of up to 15% no separate notification shall be necessary; such costs may be billed without notifying the Customer.

   5. Unless otherwise agreed, Translex will charge reasonable prices for changes to orders or additional orders or additional jobs.

   6. For proofreading of third-party translations either the full fee for an initial translation or an hourly fee may be charged.

   7. Reasonable surcharges may be charged for express translations or translations over the weekend. Usually the surcharge amounts to 20% for jobs done within 48 hours and to between 50 and 100% for jobs done within 24 hours or on the day of receipt of the order. In the case of large-scale jobs reasonable surcharges for express work or work on weekends, and the delivery period shall be agreed separately.

   8. Translex shall be entitled to demand a reasonable downpayment in advance.

   9. If payment by instalments (e.g. a downpayment) has been agreed between the Customer and Translex, Translex shall be entitled to suspend the work on current jobs for that Customer without any legal consequences for Translex until the Customer fulfils their payment obligations. However, Translex shall immediately notify the Customer of any suspension of its work.

   10. Unless otherwise agreed, payment shall be effected at the time of delivery of the language service and issuing of the bill of fees.

   11. If it has been agreed that the Customer will collect a translation and they fail to do so in time, the Customer's payment obligation shall commence as of the day that was agreed for collection.

   12. In the case of late payment Translex shall be entitled to withhold the documents provided (e.g. manuscripts to be translated). In the case of late payment the Customer will be charged reasonable late payment interest (4% above the base rate) and reasonable dunning charges.

   13. If the terms of payment agreed between the Customer and Translex (e.g. downpayment) are not observed, Translex shall be entitled to suspend its work on other orders placed with it by the Customer upon prior notification until the Customer fulfils their payment obligations. This shall also apply to orders or jobs where a fixed delivery date has been agreed. The related suspension of work shall not entitle the Customer to any legal claims; and Translex shall in no way be prejudiced in its rights.

4. Delivery

   1. The delivery date shall be agreed by and between Translex and the Contractor in writing. If no delivery date has been agreed, the service shall be rendered within reasonable time. If Translex is unable to meet a delivery date, Translex shall immediately notify the Customer thereof and advise the date by which the service will be rendered.

   2. A prerequisite for meeting the delivery date is timely receipt of all documents to be provided by the Customer (e.g. source texts and all necessary background information) in the file format stated, as well as observance of the agreed payment terms and other obligations. If the Customer does not fulfil their obligation to provide such documents or make a (down)payment in time, the delivery period shall be extended accordingly. If a fixed delivery period or delivery date has been agreed, Translex shall be responsible for assessing whether the agreed delivery date can be met in the case of late provision of documents by the Customer. In the case that this results in surcharges for express work or work on weekends Translex shall notify the Customer thereof in a timely manner.

   3. In case the delivery date is not met the Customer shall be entitled to rescind the contract only if a fixed delivery period was expressly agreed upon and if the Customer has fulfilled all prerequisites. Claims for damages on the part of the Customer shall be excluded with the exception of damage caused by wilful intent or gross negligence.

   4. If the agreed service is not rendered for reasons for which the Customer is responsible, e.g. because they failed to provide Translex with the documents (in time) or violated their obligation to cooperate, Translex shall be entitled to a cancellation fee of 50% of the contract value of the agreed service, which shall not be subject to a judicial right of reduction. No costs saved by Translex because such job failed to materialise or money made through other use of its resources shall be set off (see Section 1168 of the Austrian Civil Code [ABGB]).

   5. The risks involved in transmission of the documents to be provided by the Customer shall be borne by the Customer; the risks involved in transmission of the service shall be borne by Translex.

   6. Unless otherwise agreed the documents provided to Translex by the Customer shall remain with Translex after completion of the translation job. Translex shall ensure that such documents are kept safe carefully to protect them against unauthorised access, to ensure that the obligation to maintain secrecy is complied with and that the documents cannot be used in violation of the contract.

5. Force majeure

   1. Translex shall immediately notify the Customer of any event of force majeure. An event of force majeure shall entitle both Translex and the Customer to rescind the contract. However, the Customer shall reimburse Translex any expenses incurred for services previously rendered.

   2. Events of force majeure shall include but not be limited to: labour disputes and unrest; war and acts of war; civil war; epidemics and pandemics, as well as the occurrence of unforeseeable events which provably and decisively compromise Translex's ability to execute the order as agreed; and similar events.

6. Secrecy; Data protection

   1. Translex undertakes to keep secret any and all business matters of the Customer that become known to it, including, without limitation, business secrets and trade secrets.

   2. Translex shall be released from its obligation to maintain secrecy vis-à-vis agents [translator's note: Erfüllungsgehilfe as defined in Section 1313a ABGB] employed by it. However, Translex shall impose its obligation to maintain secrecy on them, but it shall be liable for any violation of the obligation to maintain secrecy on their part only if Translex acted with gross negligence when selecting the agent.

   3. Secrecy shall be limited to five years from termination of the contractual relationship.

   4. Translex shall be entitled to process data transmitted to it or personal data entrusted to it in connection with the purpose of the contractual relationship and to store such data beyond the end of the contractual relationship if such storing or processing is necessary for execution of the order or fulfilment of statutory duties (e.g. data required for billing).

   5. Because of the software used by Translex all translations and source texts remain stored in Translex's system. In particular, this serves to ensure that the terminology will be consistent in the case that follow-up orders are placed.

   6. As regards details about the Customer for communication purposes (e.g. email address, phone number) the Customer agrees that such contact details may be processed and stored and that they may be sent messages for advertising purposes as defined in Section 107 of the Austrian Telecommunications Act [Telekommunikationsgesetz/TKG]. The Customer may withdraw such consent at any time.

   7. Subject to the provisions of the Austrian Data Protection Act [Datenschutzgesetz/DSG] the Customer shall be entitled to request erasure of their data. However, such request shall only be granted if Translex is under no legal obligation to store the personal data.

7. Liability for Defects (Warranty)

   1. The Customer shall explain all defects in writing in reasonable detail and provide evidence thereof (error report). This shall be done within one week of delivery (transmission of the translation). Hidden defects shall be notified immediately after they are noticed, and in no case later than within two years of delivery.

   2. The Customer shall grant Translex a reasonable period and an opportunity to improve its service. If Translex remedies the defects within the reasonable period granted to it, the Customer shall not be entitled to any reduction in the price.

   3. If Translex fails to remedy the defect within the reasonable period of time granted to it, the Customer may rescind the contract (cancellation) or ask for a reduction in the price. However, in the case of minor defects the Customer shall have no right to rescind the contract.

   4. Warranty claims shall not entitle the Customer to retain the total amount invoiced but only a reasonable part thereof; in such a case the Customer shall also waive their right of offsetting.

   5. If a translation is intended be used for printed works Translex shall be liable for defects only if, in their order, the Customer explicitly states in writing that they intend to publish the text and if Translex is provided with the proofs (correction by the author), including that version of the text to which no more changes will be made. In such a case Translex shall be paid reasonable consideration.

   6. There shall be no warranty for translations of source texts which are difficult to read, illegible or incomprehensible; this shall also apply to revisions of third-party translations.

   7. Changes in style or improvements or harmonisation of specific terminology (in particular of terms which are typical of a particular industry or a business enterprise), etc. made subsequently by the Customer or at their request shall not be considered to be part of the translation service.

   8. There shall be no warranty for translations of abbreviations which are specific to the order and were not explained by the Customer at the time the order was placed.

   9. Translex shall not be liable for correct transcription of names or addresses from source texts which are not written in Latin letters. In such a case the Customer is recommended to provide the spelling of names in capital Latin letters separately.

   10. Numbers will only be stated according to the source text. Translex shall not be responsible for converting numbers, measurements, currencies or the like; hence, this is not part of its translation service.

   11. Unless they are returned to the Customer together with the translation Translex shall be liable for source texts, originals and the like provided by Customer as custodian within the meaning of the Austrian Civil Code [ABGB] for a period of four weeks after completion of the order. Translex shall be under no obligation to take out insurance for that purpose. With respect to returning of documents Clause 4.5 shall apply accordingly.

   12. Translex shall transmit the target texts by means of data transfer (e.g. email, WeTransfer or the like) in accordance with the state of the art. However, due to the technical conditions Translex cannot guarantee or assume liability for defects or disruptions resulting therefrom (such as violation of obligations to maintain secrecy, corruption of files and the like) unless Translex has acted at least by gross negligence.

8. Damages

   1. Unless otherwise provided for by law all claims for damages against Translex shall be limited to the (net) amount invoiced. Damage caused by gross negligence or wilful intent on the part of Translex as well as personal injury as defined in the Austrian Product Liability Act [Produkthaftungsgesetz/PHG] provably caused by a faulty translation shall be excluded from this limitation of damages.

   2. Claims of the Customer for damages shall be asserted in court within six (6) months of the date at which the damage and the damaging party became known and not later than twelve (12) months after termination of the relevant service contract; otherwise, any assertion of claims shall be excluded. This period shall not be extended by any extension of cooperation. The Customer shall have to prove that the damage was caused by Translex.

   3. In the case that the Customer uses the translation for a purpose other than the one stated Translex shall not be liable on the ground of damages.

   4. Claims for damages shall in any event be limited to an amount of EUR 10,000.

9. Retention of title

   1. All documents made available to the Customer in connection with the order shall remain the property of Translex until full payment of all accounts payable under the contract.

   2. Any kind of documents not included in the order such as translation memories, termbases, parallel texts, software, brochures, catalogues or reports and any and all documents for which costs were incurred, such as academic writing or lecture notes, shall remain the intellectual property of Translex and shall be protected by the relevant statutory provisions. Disclosure and reproduction shall be subject to approval from Translex.

   3. Unless otherwise agreed, translation memories created in the course of one or several orders shall remain the property of Translex. If the Customer wants them to be handed over to them, this shall be considered an additional order, which is to be remunerated accordingly.

   4. Unless otherwise agreed, translation memories and termbases provided by the Customer shall remain the Customer's property.

10. Copyright

    1. Translex is not required to check whether the Customer is entitled to translate the source texts or have them translated. The Customer represents that they hold all rights necessary for executing the order.

    2. In the case of translations that are protected by copyright the Customer must state the intended use of the same. The Customer shall only acquire those rights which are in line with the advised designated purpose of the translation.

    3. With specific language services the language service providers, as the intellectual creators of the language service, retain the copyright in the same, which is why they shall have the right to be mentioned as their author. Upon full payment of the fee the Customer shall acquire the agreed rights to use the language service. The name Translex may only be added to a published text or part of a text if the entire service was rendered by Translex as it is or after changes that were made to it were approved by Translex.

    4. The Customer shall be required to indemnify and hold harmless Translex from and against any and all claims asserted by third parties on the grounds of infringement of copyrights, rights related to copyrights, other industrial property rights or moral rights. This shall also apply if the Customer failed to inform Translex about the designated purpose and/or uses the translation for purposes other than the purposes designated. Translex shall immediately notify the Customer of such claims and give the Customer notice of intervention in the case a claim is brought against them. If after notification of intervention the Customer fails to join the proceedings as a joint litigant of Translex, Translex shall be entitled to accept the claimant's claim and seek recourse from the Customer irrespective of whether the claim accepted was lawful or not.

11. Severability clause

    1. The ineffectiveness of any provisions of these GTC shall not affect the effectiveness of the remaining contract.

    2. If any provision is or becomes ineffective or unenforceable, both parties shall replace that provision by a legally permitted, effective and enforceable provision which comes as close as possible to the intended business purpose of the provision to be replaced.

12. Written form

    1. Any modifications of or amendments to these GTC and any other agreements between the Customer and Translex shall be made in writing.

13. Applicable law; Place of jurisdiction

    1. The place of performance for all contractual relationships that are subject to these GTC is the registered office of Translex.

    2. The court at the place of Translex's registered office having subject-matter jurisdiction shall also have local jurisdiction over all legal disputes arising out of the present contractual relationship.

    3. Austrian law shall apply; the conflict of laws rules of Austrian law and UN Sales Law and the conflict of laws rules of the latter shall be excluded.

Last revised in May 2024

Die Allgemeinen Geschäftsbedingungen der Translex Büro für juristische Fachübersetzungen GmbH stehen Ihnen auch als PDF Dokument zur Verfügung.

Translex Büro für juristische Fachübersetzungen GmbH
Siebensterngasse 16
1070 Wien
Tel.: +43 1 526 84 78
Fax: +43 1 526 84 89
E-Mail: translex@translex.at
Web: www.translex.at