These general terms and conditions of language services (such as but not limited to translation, interpretation and layout) shall be applicable to all contractual relations between you (whether an individual, corporation, public law legal entities or special public funds or other entity) (hereinafter: Customer) and the company AdHoc Translations A/S (hereinafter: Supplier) where “AdHoc” means a company commissioned by you to perform services (as will be defined below) and where that company is AdHoc Translations A/S.
1.1. Services apply to any professional language services including but not limited to localization and/or translation and/or, in connection with these, desk top publishing, project management and/or engineering of software files, text and other computer medium, and/or reading from a prepared script, where such is commissioned by you to be performed by us.
1.2. Contract/Service Agreement applies to a contract between you and us for the provision of services, incorporating these General Terms and Conditions (“GTC”).
1.3. Order applies to (i) the Costumer’s indication to AdHoc or signature of the acceptance of a quotation from AdHoc for services; or (ii) a purchase order from you or other instruction reasonably understood by the parties to authorize the inception of Services, but excluding any terms and conditions proposed by you and not expressly accepted by us.
1.4. Disclosure/Confidential Information applies to information (given in any form) which is confidential either to you or to us, is identified by you or us as confidential, and which either you disclose to us or we disclose to you in relation to our services.
1.5. Intellectual Property Rights apply to any rights in or to any patent, copyright, database right, registered design, design right, utility model, trade mark, brand name, service mark, trade name, business name, chip topography right, know how or confidential information and any other rights in respect of any other industrial or intellectual property, whether capable of being registered or not and including all rights to apply for any such rights.
1.6. Translated Materials apply to documents, files, materials and works translated and produced from any original material in accordance with your instructions and provided to you by us.
2. Scope of Applicability
2.1. These General Terms and Conditions (“GTC”) apply to all contracts to the exclusion of all others (including any term which you purport to apply under any Order, specification or other document). No terms endorsed on, delivered with or contained in your Order, specification or other document shall form part of the Contract simply as a result of being referred to in the Contract. These Terms and Conditions apply to all of our sales or provision of Services and any variation thereto shall have no effect unless expressly agreed in writing by us. You acknowledge that you have not relied upon any statement, promise or representation given by us other than is set out in the Contract/Service Agreement.
2.2. We reserve the right to change these GTC at any time. We will give you thirty (30) calendar days’ notice of any significant changes by posting notice on our website.
3. General Agreement
3.1. The GTC given herein, in conjunction with the relevant Service Agreement/relevant Order constitute the entire agreement and understanding between the parties relating to the subject matter hereof.
3.2. Variations of the provisions of these GTC will be invalid unless confirmed in writing by the authorized signatories of both parties.
3.3. Should any provision of these GTC be declared invalid or illegal for any reason, then the remaining provisions of these GTC shall remain in full force and effect in the same manner as if the invalid or illegal provision had not been contained herein.
4. Offers, Quotations, Purchase Orders and Order Confirmation
4.1. All quotations /offers made by us are open for acceptance within fifteen (15) calendar days from the date of issue, unless otherwise specifically stated in the offer.
4.2. No order shall be binding on us unless and until confirmed by us in writing.
4.3. In order for the agreement to be binding, an order shall be confirmed in writing by us, and only our General Terms and Conditions (“GTC”) shall apply to the execution of the order, unless otherwise agreed in an individual Service Agreement.
4.4. If there are any objections to the contents of the order confirmation, these shall be made in writing and shall be received by us not later than one (1) week after the date of the order confirmation.
5. Costumer Obligations
5.1. The Costumer is responsible for verifying that the Services are suitable for its specific needs.
5.2. The Costumer warrants, represents and undertakes that the materials submitted to us shall not contain anything of an obscene or blasphemous nature and shall not (directly or indirectly) infringe the Intellectual Property Rights of any third parties.
5.3. The Costumer must supply all materials, information and components necessary to enable AdHoc to provide the agreed upon Services.
5.4. The Costumer must confirm that it owns or is legally entitled to possess and use any such material, components and information and hereby grants AdHoc a license to use the same for the purposes of providing the language services.
5.5. If you fail to supply the foregoing when reasonably required by AdHoc, we shall be relieved of any obligation to perform the agreed upon Services to a previously agreed schedule.
5.6. The Costumer must indemnify and continuously keep AdHoc and our affiliates (which for the purposes of this clause includes our and our affiliates’ employees, officers, directors, agents and sub-contractors) indemnified from and against any liability, losses, damages, costs and expenses arising from the use or possession by AdHoc of any materials, information and/or components supplied by you to AdHoc.
6. Prices and Terms of Payment
6.1. The prices for Services shall be those set forth in our Order Confirmation/Service Agreement. All prices are exclusive of taxes, impositions and other charges, including, but not limited to, sales, use, excise, value added and similar taxes or charges imposed by any government authority.
6.2. Unless expressly stated otherwise in the Order Confirmation/Service Agreement payment for Services are due within seven (7) days of the date of the applicable invoice. This without any offset or deduction.
6.3. Payment for services must be received on the date specified in the invoice as the final due date for payment.
6.4. If you fail to pay any invoice within seven (7) calendar days of the due date of payment, we may suspend delivery of any order or any remaining balance thereof until payment is made or terminate delivery of any order or any remaining balance thereof by providing written notice of termination to you within seven (7) calendar days of the expiration of the grace period. Further, we may charge you interest from the due date to the date of payment at the rate of 1½% per month. This shall be in addition to, and not in limitation of, any other rights or remedies to which we are or may be entitled at law or in equity.
7. Term and Termination
7.1. These GTC shall expire when the all the obligations of the parties under all Orders are complete.
7.2. An order may be terminated by either party: (i) with immediate effect if the other party fails to perform any of its material obligations under these GTC and such failure continues for 14 days after written notice; or (ii) upon thirty (30) days written notice. Upon such expiration or termination all fees including fees for work-in-progress shall fall due and each party shall deliver to the other any property belonging to that other party. Termination shall not affect any accrued rights and liabilities of either party.
7.3. During the precontractual negotiations the supplier shall immediately be informed, as soon as circumstances will arise within the environment of the customer that may lead to a break-off of the precontractual relationship (e.g. cancellation of budget, short-term change or suspension of the project).
7.4. The Costumer must within ten (10) business days of receipt of any finished deliverable of the Services, notify AdHoc in writing of any suspected defects or errors.
7.5. In the absence of such notification, you shall be deemed to have accepted the deliverable of the Services.
7.6. The Costumer shall not withhold acceptance because of any discrepancy which does not significantly compromise the accuracy of any deliverable.
8. Terms of Delivery and Late Delivery
8.1. All translations/Services shall be delivered in accordance with the individual Service Agreement.
8.2. The delivery dates of Services shall be those set forth in our Order Confirmation and/or Service Agreement. The time of delivery has been fixed by us at our best estimate with the reservations made when the quotation was given/the agreement was entered into.
8.3. If the Supplier waits for the collaboration or the information of the Customer, or if he is otherwise prohibited from the implementation without negligence or intention, the time for delivery and time for the provision of Services is considered as extended during the period of prevention plus during an adequate period after the prevention has ended.
8.4. If a delay in delivery is due to us being in an unforeseen situation, the time of delivery shall be postponed by the time of duration of the obstacle. However, both parties shall, without any liability, be entitled to cancel the agreement if the obstacle has lasted for more than three (3) months. The present provision shall apply whether or not the cause of delay occurs before or after the expiry of the agreed delivery time. In the above case, we shall notify the Costumer of the change in delivery time without undue delay.
8.5. Mailing or delivery to a carrier (including mail, facsimile, e-mail) for the purpose of transmission to you shall, for the purposes of the Contract, constitute delivery to you. Risk in the translated works shall pass to you on delivery.
8.6. We reserve the right to make delivery in installments.
9. Confidential Information/ Disclosure
9.1. It relies on each party to maintain in confidence all information disclosed by the other relating to the disclosing party’s business (“Confidential Information”).
9.2. Any use of such information shall only happen in connection with these GTC.
9.3. This provision shall not apply to information which: (i) becomes generally available to the public through no fault of the receiving party; (ii) was independently developed by the receiving party without access to the disclosing party’s Confidential Information; (iii) becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party, provided that such source is not prohibited from transferring the information to the receiving party by any contractual, legal or fiduciary obligation; or (iv) is disclosed by AdHoc to its subcontractors for use only in connection with these GTC and under a duty of confidentiality no less onerous than that of the parties hereunder.
9.4. All parties agree that all confidentiality obligations shall survive for a period of five (5) years from the date of disclosure and that each party shall, upon request, return or delete all documents and electronic media containing the other party’s Confidential Information, including all copies thereof.
10. Cancellation of Accepted Services
10.1. In the case of cancellation of accepted services, the Costumer shall be under an obligation to pay full compensation, including for loss of profit, and generally to indemnify us for all costs incurred in connection with the cancellation.
11.1. The language services shall be carried out using reasonable skill and care in accordance with the standards of the industry.
11.2. We adhere to use reasonable skill and care in selecting translators, interpreters and other personnel used to produce any translations and/or perform any services.
11.3. No terms, conditions or warranties, whether expressed or implied, about the quality or fitness for purpose of the services performed or any Translated Material shall be incorporated unless expressly set out in the Contract.
11.4. We do not warrant that any translation or service will meet your specific requirements and, unless otherwise agreed in writing, we do not warrant that the operation of any Translated Material sent to you or Services performed by us will be uninterrupted or error free. Furthermore, we do not warrant or make any representation regarding the use of the Translated Material or the Services provided in terms of their accuracy, correctness, and reliability or otherwise.
11.5. You acknowledge that any original material and Translated Material submitted by and to you over the Internet or via the AdHoc platform cannot be guaranteed to be free from the risk of interception or corruption even if transmitted in encrypted form and that we have no liability for the loss, corruption or interception of any original material or Translated Material.
11.6. Neither of us will be entitled to, and neither of us shall be liable for, indirect, special, incidental, consequential or punitive damages of any nature, including, but not limited to, business interruption costs, loss of profit, removal and/or reinstallation costs, reprocurement costs, loss of data, injury to reputation or loss of customers.
11.7. Your recovery from us for any claim is limited to 2 times the purchase price for the service giving rise to such claim irrespective of the nature of the claim, whether in contract, tort, warranty or otherwise.
11.8. If a third party makes a claim against one of the parties for liability for damages in accordance with the present clause the party in question shall immediately notify the other party.
11.9. If you fail to notify us of any claim within the period of thirty (30) days we shall not be liable to you.
12. Force Majeure
12.1. Either party shall be excused from any delay or failure in performance if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations shall resume. In the event the interruption of the excused party’s obligations continues for a period in excess of thirty (30) calendar days, either party shall have the right to terminate the applicable contract(s) of sale, without liability, upon thirty (30) calendar days’ prior written notice to the other party.
13.1. These GTC and all contracts of sale entered into between us shall be governed by and construed in accordance with the laws of Denmark without giving effect to any choice of law or conflict of law provisions. Any suits, actions or proceedings that may be instituted by either of us against the other shall be instituted exclusively before the competent courts of Denmark, however, without prejudice to our right to bring suits, actions or proceedings in any other court which would have jurisdiction if this provision had not been incorporated into these GTC.