1 Translation service
1.1 The translation agency shall translate a document on the basis of an order placed by the client in the translation direction agreed on in the order and the order confirmation (translation). The client shall place an order via e-mail or by post, using the data of the means of communication of the parties.
1.2 The translation shall comprise the translation of a document in a written format or format that enables written reproduction according to the terms and conditions specified by the translation agency with the objective of conveying the information provided in the source language with integrity and accuracy complying with the purpose of use and the agreement. For the purposes of these terms and conditions, additional services associated with a specific translation shall also be deemed to be a translation. General terms and conditions shall apply to additional services. The parties shall separately agree on the terms and conditions that have not been provided in the general terms and conditions.
1.3 The translation agency shall be entitled to use the help of experts of different areas to complete the translation and shall not have to perform its obligations personally.
1.4 The client shall pay a fee specified in the price list or in a separate agreement for the translation.
2 Rights and obligations of the client
2.1 The parties shall separately agree on the objective of the translation, deadline and other terms and conditions that have not been provided in the general terms and conditions, incl. the form of delivering the translation. The client shall be deemed to have agreed to the completion of a translation under the terms and conditions provided in the order by receiving a respective order confirmation from the translation agency. The parties shall not deem an order confirmation with significant changes (objective, content, deadline, fee) to be an agreement. In this case, the parties shall deem the client’s acceptance of the order confirmation to be an agreement.
2.2 The client shall be obligated to disclose the type and target group of the translation to the translation agency. In the event of a failure to disclose the objective of the translation, the parties shall deem the objective of the translation to be standard use. The client shall have the right to use the translation only for the disclosed purpose.
2.3 The client shall be obligated to disclose to the translation agency additional information and material necessary for completing the translation such as prior translations, lists of terms and other background information in the client’s possession and, if necessary, also provide expert advice.
2.4 In the event that the client makes changes to the content and objective of the translation or any other changes that affect the process of translating in the course of performing the translation, all details concerning the order shall be agreed on as with commissioning a new translation.
2.5 The client shall be obligated to ensure that the process of translating is not in conflict with the requirements and obligations, incl. copyright, provided in any legislation.
2.6 The client shall have the right to demand the completion of the agreed translation. The client shall not have the right to demand the completion of the translation during the agreed deadline if the client delays with submitting to the translation agency documents and any information necessary for completing the translation.
2.7 Within 14 (fourteen) days after the delivery of the translation, the client shall have the right to submit a complaint to the translation agency with regard to the noncompliance of the translation with the contract terms, clearly and unambiguously indicating the deficiencies in the translation and prescribing a reasonable deadline for eliminating the deficiencies. In the event of a failure to submit a complaint, the translation shall be deemed to be in compliance with the contract terms. The translation shall be deemed to have been delivered to the client as of the fifth (5) calendar day after notifying the client of the completion thereof.
2.8 In the event of a failure to eliminate deficiencies specified in the complaint within the prescribed reasonable deadline, the client shall have the right to reduce the price for the correction of the translation by reasonable expenses that the client would incur due to using another provider of translation services equivalent to the translation agency. Reasonable deadline shall be at least the deadline agreed on for the completion of the translation.
2.9 The client shall be obligated to promptly respond to the inquiries concerning the translation submitted by the translation agency.
2.10 The client shall have the right to terminate the contract at any time. In this case, the translation agency shall have the right to charge a fee for the actually completed translation. The translation agency shall not have the right to charge a fee in the event that the contract is terminated due to a material breach of the translation agency.
2.11 The client shall have the right to use the translation only after the translation has been paid in full. In the event that the translation does not comply with the contract terms, the client shall not have the right to use the translation. The client shall not have the right to use the translation also in case of any dispute with regard to the compliance of the translation with the contract terms.
3 Rights and obligations of the translation agency
3.1 The translation agency shall have the right to demand that the client pays the agreed fee.
3.2 The translation agency shall be obligated to promptly notify the client of any circumstances preventing the completion of the translation, incl. illegibility of documents. In the event of a failure to eliminate circumstances preventing the completion of the translation, the translation agency shall not be liable for deficiencies in the translation arising therefrom.
3.3 The translation agency shall be obligated to comply with the requirements regarding the characteristics of the translation submitted by the client.
3.4 Unless agreed otherwise in advance, the translation agency shall be obligated to complete the translation using common computer software intended for office use. The translation agency shall not be liable for the noncompliance of the translation with other software. Upon the request of the client, the translation agency shall be obligated to provide the data of the computer software used for the completion of the translation.
3.5 The translation agency shall have the right to receive the client’s explanations and specifications with regard to specific terms, abbreviations, etc. included in the document within a reasonable time. The translation agency shall not be liable for the translation of very specific terms, abbreviations, etc. The translation agency shall also not be liable for the transliteration of names, addresses, etc., unless it has been specifically agreed on in advance. The translation agency shall not be obligated to convert any values as part of the translation.
3.6 The translation agency shall not be liable for changes made to the translation by the client that have not been approved by the translation agency.
3.7 The translation agency shall have the right to cancel the contract:
3.7.1 if the client is obligated to pay for the translation in instalments and the client has delayed with paying for the previous stage for longer than two (2) weeks;
3.7.2 due to the inability to complete the translation for circumstances arising from the client, incl. failure to submit documents and information necessary for the completion of the translation or delaying with the submission thereof.
3.8 In the event provided in clause 3.7 of the contract, the translation agency shall have the right to demand a fee for the actually completed translation as at the moment of cancellation. The translation agency shall have the right to keep account of the actually completed translation.
3.9 The translation agency shall be obligated to retain the translation for six (6) months after the delivery thereof to the client and, if necessary, deliver it to the client upon the request of the client without an additional fee, provided that the parties do not have any other claims associated with the translation arising from the contract against one another.
3.10 The translation agency shall be obligated to return the documents given to the translation agency for the completion of the translation upon the request of the client at the expense of the client. The translation agency shall be obligated to retain the documents given to the translation agency for the completion of the translation within the deadline provided in clause 3.9 of the general terms and conditions.
3.11 Copyright. The translation agency shall have the copyright specified in the Copyright Act for the translation, unless previously agreed otherwise.
The translation agency shall have the copyright for the translation memory created in the course of translation, unless previously agreed otherwise.
3.12 Confidentiality. The translation agency and the client shall keep all documents, additional materials, personal data and other information associated with the translation and the completion thereof that is not publicly available nor intended for disclosure out of reach of third persons both during the term of the contract and without a term after the termination thereof.
Data protection and obligation of confidentiality shall also apply to all subcontractors of the translation agency.
The need to implement additional requirements of data protection shall be agreed on separately for each translation.
The translation agency and the client shall ensure the full performance of the laws and regulations of data protection in their area of responsibility.
4 Payments
4.1 The translation agency shall have the right to demand an advance payment to the extent prescribed by the translation agency.
4.2 The client shall be obligated to pay for the translation within the deadline specified in the order and the order confirmation, but no later than within 10 (ten) banking days after the delivery of the translation to the client.
4.3 The client shall be obligated to pay the translation agency according to the agreement provided in the order and the order confirmation or the price list if this has been agreed on.
4.4 In the event of delaying with the performance of monetary obligations provided in the contract, the translation agency shall have the right to demand the client to pay an interest on arrears zero point zero five percent (0.05%) per day of the outstanding amount.
4.5 Payments between the parties arising from the contract shall be paid in euros, unless agreed otherwise in special terms and conditions.
5 Liability
5.1 The party shall be obligated to compensate the other party for damages caused due to intent or gross negligence.
5.2 The translation agency shall be liable for damages caused to the client and third persons due to the noncompliance of the translation with the contract terms, provided that the damage was foreseeable to the translation agency, i.e. if the client notified the translation agency of potential damages accompanying the noncompliance of the translation with the contract terms.
5.3 The translation agency shall not be liable for indirect damages arising from the translation.
5.4 The translation agency shall have the compensation obligation up to the fee received for the translation.
5.5 The breach of obligations arising from the contract shall be excusable if it is due to the occurrence of circumstances of force majeure. The parties shall be obligated to promptly notify the other party of the occurrence of the circumstances of force majeure.
5.6 The translation agency shall not be liable for the breach of contract if it is due to the client, incl. failure to submit documents and other information necessary for the completion of the translation or delaying with the submission thereof.
6 Other terms and conditions
6.1 The parties shall resolve disputes arising from the contract with an agreement. The parties shall deem the resolution of a dispute to be unsuccessful if an agreement is not achieved within thirty (30) calendar days after the proposal to commence negotiations. In the event that an agreement is not achieved, the parties shall resolve the dispute in Harju County Court. Estonian law shall apply to the contract.
6.2 With regard to terms and conditions that have not been provided in the contract, the parties shall be guided by the provisions of the legislations of the Republic of Estonia.
6.3 Special terms and conditions of the contract may be amended and supplemented upon an agreement of the parties. The service provider shall have the right to unilaterally amend the standard terms and conditions by publishing the new standard terms and conditions on the website of the service provider. New standard terms and conditions shall enter into effect as of the publication thereof.
6.4 The general terms and conditions of providing translation services have been established by the translation agency and are applicable as of 23 October 2008 to all contracts of the translation agency for the provision of translation services. Standard terms and conditions shall serve as an integral part of contracts for the provision of translation services.