GENERAL TERMS AND CONDITIONS
Diverbity renders services for the respective contractual partner (hereinafter known as “Client”), based exclusively on these General Terms and Conditions.
Conflicting General Terms and Conditions of the Client, or Client General Terms and Conditions which deviate from the General Terms and Conditions stated here, are only valid if Diverbity confirms the validity of the Client’s General Terms and Conditions in writing.
The above also applies if Diverbity does not oppose the Client’s General Terms and Conditions, despite being aware of conflicting Client conditions or Client conditions which deviate from the General Terms and Conditions stated here, and accepts and executes the contract without reservation.
The relevant agreements in the subsequent business conditions become ineffective through other individual contractual regulations between Diverbity and the Client.
1. Scope of Services
1.1 The following provisions shall apply to the scope of services unless agreed otherwise in writing.
1.2 The Client shall inform the translation agency (hereinafter Diverbity) for which purpose the translation is required, for example if it
1.2.1 only serves information purposes,
1.2.2 will be published or is for advertising purposes,
1.2.3 is for legal purposes or for patent applications,
1.2.4 or if it is intended for some other purpose for which special translation requirements apply and must be taken into consideration by the translator.
1.3 The Client shall only use the translation for the indicated purpose. Diverbity shall bear no liability whatsoever for damages or loss of any kind in the event that the Client uses the translation for another purpose other than that indicated to Diverbity when ordering the translation.
1.4 If the Client does not inform Diverbity of the purpose of the translation, Diverbity shall complete the translation to the best of its knowledge and ability for informational purposes (see Item 1.2.1).
1.5 Diverbity shall deliver the finished translations in machine-printed form in DIN A4 format, in one copy, unless agreed otherwise.
1.6 The formal structure of the translations shall be subject to Item 6.3 DIN 2345 (“Translation Orders”) unless agreed otherwise.
1.7 If the Client requires the use of specific terminology, Diverbity shall be informed of this fact and must be provided with the necessary materials or documents. This shall also apply to specific language variants.
1.8 The technical and linguistic correctness of the source text shall fall under the sole responsibility of the Client.
1.9 Diverbity shall be entitled to have orders completed by equally qualified third parties. In this case, Diverbity shall remain the sole contract partner.
1.10 The name of Diverbity shall only be included in published translations when the entire text was translated by this Agency and when no changes have been made to the translated text without the approval of Diverbity.
1.11 Not included in the contractual objective is the assessment of whether the wording chosen as part of the translation is suitable to effect the legal consequences desired by the Client or to exclude the undesirable legal consequences. This task can only be performed by a legal advisor entrusted with the legal order on which the translated text is based.
2.1 The fees (prices) for translations shall be based on the rates (price lists) of Diverbity as applicable to the particular type of translation.
2.2 Services above and beyond of standard word processing shall be invoiced according to separate agreement (for example when texts are to be delivered in special formats or when the Client has special graphical or layout requirements involving separate software, etc.).
2.3 If the agreed service is not rendered due to reasons for which the Client is at fault, i.e. because they did not supply the text or because they infringed other duties to co-operate, then the Client is obliged to pay at least 50% of the commission fee that is allotted to the performance or partial performance that was not rendered. Thus, the abatement provision according to § 1168 of the General Austrian Civil Code (ABGB) is explicitly excluded.
2.4 If a cost estimate has been provided, this shall only be valid when it was provided in writing.
2.4.1 Cost estimates in any other form shall only serve as non-binding guidelines.
2.4.2 Cost estimates are prepared to the best knowledge and judgment of Diverbity, but Diverbity shall not be liable for their correctness. Diverbity shall inform the Client immediately in the event that it becomes apparent that the costs will exceed the cost estimate by more than 15%. If the costs exceed the cost estimate by up to 15% for unavoidable reasons, Diverbity is under no obligation to inform the Client and shall be entitled to bill these costs without prior notice.
2.5 Cost estimates provided without an examination of the documents to be translated shall only be considered a non-binding guideline. The Client shall be obligated to pay the actual costs of the translation as per Item 2.1, even if he is not informed of the actual costs as per Item 2.4.2 unless a new cost estimate is prepared by Diverbity upon receipt of the documents to be translated.
2.6 Diverbity shall be entitled to charge appropriate additional costs for order changes or additional orders.
2.7 Wage or salary increases stipulated by the official Austrian collective agreements shall entitle Diverbity to correct its prices after the acceptance of an order.
2.8 All claims and ancillary claims of Diverbity shall be value adjusted according to the monthly consumer price index published by the Austrian Federal Bureau of Statistics (Österreichisches Statistisches Zentralamt), or an index replacing this index. All value adjustments shall be based on the index figure applicable to the month in which the contract for services is concluded. Fluctuations in the index up to and including 2.5% shall not be taken into account. This leeway shall be recalculated each time that the index increases or decreases beyond this range, whereby the first index figure outside of this range shall be used for the recalculation of the claim amount and for the stipulation of the new fluctuation margin. All amounts calculated on this basis shall be rounded up to one decimal place.
2.9 Diverbity shall be entitled to charge the full fee for the translation of a text of equal length, subject area, language combination, translation purpose, etc. for the review of a translation by a different translator or translation agency.
2.10 Diverbity shall be entitled to bill appropriate surcharges for express and weekend work.
3.1 The delivery deadline for the completion of the translation shall be based on written agreement between both parties. If the delivery date is a significant factor in the order accepted by Diverbity, the Client shall expressly inform Diverbity of this fact in advance. The agreed delivery deadline shall only be binding for Diverbity when the Client has supplied all necessary documents and materials in the indicated scope (for example source texts and all necessary background information) in good time and when all agreed payment terms and other obligations have been fulfilled by the Client. The delivery deadline shall automatically be extended by an appropriate time period when these conditions are not fulfilled.
3.2 The Client shall only be entitled to withdraw from the contract in the event that the delivery deadline is not met when the delivery deadline was expressly agreed (see Item 3.1, paragraph 1) and when the Client has fulfilled all requirements of Item 3.1, paragraph 2. Diverbity shall not be liable for compensation for loss or damages in this event, with the exception of damages resulting from intent or gross negligence.
3.3 If delivery by the date stated in Item 3.1 or within the delivery period is not possible due to a computer problem at the Contractor’s end, the Client will be immediately informed of this and advised of the next possible deadline. A withdrawal for delays caused by this reason is only possible by setting an appropriately stated extension period, if the substitute deadline is also not upheld.
3.4 The Client shall bear all risks associated with delivery (transmission).
3.5 All documents provided to Diverbity by the Client shall remain in the possession of Diverbity after the conclusion of the translation unless agreed otherwise. Diverbity shall have no obligation to keep or otherwise handle these documents. Diverbity shall undertake to ensure that these documents cannot be used in a manner that violates and contractual agreement between the parties.
4. Force Majeure
4.1 Diverbity shall inform the Client of any force majeure events immediately. Force majeure events shall entitle Diverbity and the Client to withdraw from the contract. In this event, the Client shall compensate Diverbity for any services rendered and expenses incurred.
4.2 The following shall especially be considered force majeure events: accidents, work conflicts, acts of war, civil war or unrest, as well as unforeseeable hindrances that can be proved to significantly impede Diverbity in the completion of the order in accordance with the contractually agreed terms.
5. Liability for Faults (Warranty)
5.1 Any and all complaints regarding the quality of the translation shall be submitted within four weeks after delivery (submission to the post office). Faults shall be documented and proven in sufficient form in writing by the Client.
5.2 The Client shall grant Diverbity an appropriate period to correct any faults and shall give Diverbity the opportunity to do so. If the Client does not allow Diverbity to correct the faults, Diverbity shall bear no liability for these faults whatsoever. If the faults are corrected by Diverbity within the appropriate period, the Client shall not be entitled to a price reduction.
5.3 If Diverbity allows the appropriate period to elapse without correcting the faults, the Client shall be entitled to withdraw from the contract or demand a price reduction. The Client shall not be entitled to withdraw from the contract or to a price reduction for minor faults.
5.4 Warranty claims shall not entitle the Client to withhold agreed payments or to offset claims against agreed payments.
5.5 For translations that go into print, Diverbity shall only be liable for faults when the Client expressly informs Diverbity of the fact that the translation will be published in writing in his order and when Diverbity is given all corrected versions (author’s corrections) up to and including the final version that is published. In this case, Diverbity shall be entitled to appropriate compensation for the corrections or to compensation on the basis of an appropriate hourly rate.
5.6 Diverbity shall bear no liability for faults for the translation of poorly legible, illegible or incomprehensible documents. This shall also apply to the review of translation as per Items 2.9 and 5.5.
5.7 Stylistic corrections and the adaptation of specific terminology (especially industry-specific, internal company terminology and the like) shall not be considered translation faults.
5.8 Diverbity shall not be liable for the correct translation of order-specific abbreviations that are not explained upon order placement.
5.9 Diverbity shall not be liable for the correct transliteration of names and addresses from texts that are written in non-Latin alphabets. In such cases, it is recommended that the Client include a separate document with the correct spelling of names and other words in capital Latin letters. This shall also apply to illegible names and numbers on birth certificates and other official documents.
5.10 All numbers shall be included in the target text as they appear in the source text. Diverbity shall not be liable for the conversion of numbers, weights and dimensions, currencies and the like.
5.11 Diverbity shall be considered the holder of all manuscripts and original texts provided by the Client if these are not returned together with the translation in accordance with the provisions of General Austrian Civil Code for a period of four (4) weeks after the completion of the order. No insurance obligation shall apply. Item 3.5 applies to the return of such documents analogously.
5.12 Diverbity shall bear no liability for the provision of translators and interpreters, with the exception of damages resulting from intent or gross negligence in the selection of these persons.
5.13 Diverbity shall not be liable for faults in texts that are proofread as per Item 2.9 when the source text is not provided.
5.14 Diverbity shall not be liable for any damages or loss (such as virus infections, the violation of non-disclosure agreements, etc.) resulting from the delivery of translations by electronic means (e-mail, modem, etc.) except in cases of gross fault.
6. Compensation for Damages
6.1 All claims for damages against Diverbity shall be limited to the invoice amount (net) unless other amounts are stipulated by binding law. This restriction shall not apply to cases of gross negligence or intentional acts. Diverbity shall under no circumstances be liable for lost profits or consequential damages.
6.2 If Diverbity has liability insurance coverage, claims for compensation shall be limited to the amount that is covered by the insurance company in the concrete case.
7. Indemnification by the Client
The Client declares that it has permission to translate and modify the text. The Client holds the Contractor safe and harmless from all third party claims which arise from defective authorisation of the translation provided as part of the contract.
8.1 Payment shall be made in cash upon delivery of the translation, or immediately after receipt of the translation, unless agreed otherwise. Diverbity shall be entitled to demand an appropriate advance payment. An advance payment in the full amount of the translation fee may be demanded from private persons and foreign Clients. If collection by the Client is agreed and the translation is not collected on the agreed date by the Client, the Client’s payment obligation shall come into force on the day that the translation is ready for collection.
8.2 In the event of delay in payment, Diverbity shall be entitled to withhold documents provided by the Client for translation (such as manuscripts). Interest on arrears in the amount of the reference rate of the Austrian Central Bank plus 2% shall be assessed on all late payments.
8.3 In the event that the Client fails to comply with the agreed terms of payment, Diverbity shall be entitled to cease working on any orders from the Client until the terms of payment are fulfilled by him. This shall also apply to orders for which a fixed delivery deadline has been agreed (see Item 3.1).
If the value of the payment obligation is significantly less than the value of the document, Diverbity shall only be entitled to retention up to the value of the payment obligation. In the event that Diverbity ceases working on the Client’s orders under this provision, the Client shall be entitled to no claims whatsoever, and the further rights and entitlements of Diverbity shall not be affected in any way whatsoever.
9. Non-Disclosure Obligation
Diverbity shall be obligated to maintain strict confidentiality. Diverbity shall also ensure that all sub-contractors engaged by him are subject to an equivalent non-disclosure obligation. Diverbity shall not be liable for non-disclosure violations by his sub-contractors except in cases of gross fault in the selection of the sub-contractor.
10. Place of Jurisdiction
The place of performance for all contractual agreements that fall under this legal relationship shall be the registered domicile of Diverbity. In the event of disputes regarding the existence or non-existence of such a legal relationship and disputes arising from such a legal relationship, suits filed by Diverbity shall be settled either in the competent court of the registered domicile of Diverbity or in the competent court of the registered domicile of the Client; suits filed by the Client shall be settled in the competent court of the registered domicile of Diverbity. This agreement is subject to Austrian law.
11. Salvatory Clause
The legal ineffectiveness or invalidity of individual provisions of this agreement shall have no effect on the remaining provisions of this contract.
12. Other (Electronic Mail)
Every statement, piece of information or confirmation of receipt sent by the Contractor by email is considered as having reached the Client at the time of sending if the email is sent to the last-known email address given by the Client, insofar as the Contractor is not a user according to § 12 of the E-Commerce Act.