GENERAL TERMS AND CONDITIONS
1.1 During the term of this Agreement, TransLegal will perform the Services and provide deliverables (the “Assignments”) in any statement of work (“SOW”), proposal, purchase order, quote, or other document made pursuant to these General Terms and Conditions which will become subject to and made a part of this Agreement when signed by both parties.
1.2 For the purpose of these General Terms, TransLegal hereinafter refers to TransLegal Sweden AB and the Client refers to the Party including its agents and representatives who enters into an agreement for an Assignment with TransLegal. The Parties are hereinafter each referred to as a “Party” and jointly as the “Parties”.
1.3 These General Terms are applicable to all translation Assignments and/or related Assignments performed by TransLegal and the Client unless otherwise agreed in writing or required by law.
2.1. The agreed terms regarding any Assignment, in combination with these General Terms, shall constitute the “Agreement” for each Assignment. In the event of any conflict between the agreement documents, these General Terms shall take precedence unless otherwise separately agreed by the Parties in writing.
2.2 Each Party represents and warrants to the other that: (a) it has all right, power, and authority necessary to enter into this Agreement, perform its obligations hereunder and grant the rights it grants to the other Party hereunder; (b) its performance of this Agreement, and the other Party’s exercise of its rights under this Agreement, will not conflict with or result in a breach or violation of any of the terms or provisions or constitute a default under any agreement by which it is bound or any applicable law, rule or regulation; and (c) it will comply with all applicable laws, regulations, orders and other requirements of any governmental authority related to its performance of this Agreement.
3. TransLegal’s obligations
3.1 Assignments shall be carried out with accuracy and care by competent personnel and in accordance with the Agreement.
3.2 TransLegal will employ the methods and standards pertinent to each Assignment and its work.
4. The Client’s obligations
4.1 The Client shall, in sufficient time, provide TransLegal with all data and all information required (the “Required Information”) in order for TransLegal to carry out each Assignment in accordance with the Agreement. TransLegal shall notify the Client if it is not in receipt of the Required Information.
4.2 If the Required Information is not received from the Client, and TransLegal has notified the Client as such, TransLegal is entitled to an extension of delivery in addition to compensation for any expenditures incurred.
5. Modification of the Assignment
5.1 If the Assignment consists of a translation and if the Client submits any changes, amendments, or additions to an original text after TransLegal has started the translation, TransLegal is entitled to extra remuneration.
6.1 Terms of delivery are agreed for each individual Assignment. If time is of essence, the Client must explicitly inform TransLegal in writing of this.
6.2 Should a delay in delivery by TransLegal occur for reasons not attributable to the Client and such delay is not accepted by the Client, the Client will be compensated for the delayed part of the delivery through a reasonable price reduction.
6.3 When communicating regarding the Assignment and when delivering the end-product of the Assignment submitted to the Client (the “Results”), TransLegal normally uses the same delivery method as used by the Client when it provided the Requested Information to TransLegal. The Client must notify TransLegal in writing if a specific delivery method is desired.
7.1 TransLegal is liable for any fault or defect arising from the performance of an Assignment that is of material significance to the Client unless the fault or defect is caused by a fault or defect in the Requested Information submitted by the Client or any other circumstances attributable to the Client.
7.2 In the event of a fault or defect for which TransLegal is liable according to section 7.1, TransLegal shall correct such fault or defect at the expense of TransLegal. This shall be the exclusive sanction for such a fault or defect.
8. Results and Intellectual Property Rights
8.1 The Client shall be the sole owner of the Results provided TransLegal has received full payment for the Assignment. However, subject to section 12, TransLegal is entitled to have free disposal and use of any glossaries and translation memories created in conjunction with the Assignment.
9.1 TransLegal is entitled to freely appoint sub-consultants. TransLegal is responsible for work performed by the sub-consultant and is entitled to compensation for such work as though the work had been performed by TransLegal.
10. Price and payment
10.1 Unless otherwise agreed in writing, the price for each Assignment is agreed on an individual basis in accordance with the agreed price or price list as applicable.
10.2 Unless stated otherwise, the amounts that the Parties must pay under this Agreement are exclusive of VAT, GST, HST, sales taxes or other similar taxes, duties, charges or assessments (“Indirect taxes”). Each Party shall be solely responsible for payment of all Indirect taxes it is legally obliged to pay arising as a result of this Agreement or otherwise. Furthermore, each Party shall be solely responsible for collection and remittance of all Indirect taxes it is legally obliged to collect and remit. Each Party shall be solely responsible for payment of any tax assessed on its income arising from this agreement or otherwise.
10.3 TransLegal will invoice the Client upon completion of the Assignment. The Client will provide the information required by TransLegal to correctly invoice the Client for each Assignment. All invoices are payable in accordance with invoice instructions.
10.4 Interest on overdue payments is charged in accordance with the Swedish Interest Act (1975:635). In the event the Client disputes any invoices, it shall notify TransLegal of the disputed amount as well as the reasons thereto within 7 business days following receipt of the relevant invoice(s). The right to dispute an invoice lapses once payment has been made.
11.1 Either Party may at any time and for any reason (or for no reason) terminate this Agreement or the SOW upon 30 days written notice to the other Party. In the event of such termination the Client shall be liable to TransLegal for any and all work carried out prior to notice of termination in addition to any costs associated with termination.
11.2 Either Party shall be entitled to prematurely terminate an Assignment or the Agreement with immediate effect if the other Party commits a material breach of its obligations under these General Terms and fails to remedy such breach within seven (7) days after written notice; or is declared bankrupt, enters into composition proceedings or liquidation or otherwise can be assumed to have become insolvent.
12.1 The Parties hereby undertake, without limitation in time, not to disclose to any third-party information regarding these General Terms, nor any other information which the Parties have learned as a result of an Agreement or any Assignment, whether written or oral and irrespective of form (“Confidential Information”).
12.2 The Parties agree and acknowledge that Confidential Information may be used solely for the performance of the obligations under these General Terms and not for any other purpose.
12.3 This confidentiality undertaking does not apply to information which:
- at the date of its disclosure is in the public domain or at any time thereafter enters the public domain (other than by breach of these General Terms); or
- the receiving Party can prove was in its possession or was independently developed at the time of disclosure and was not obtained, directly or indirectly, by or as a result of breach of a confidentiality
12.4 In the event a Party receives a request to release Confidential Information pursuant to a court order, subpoena, or other governmental authority, such Party will provide the other Party with prompt written notice in order to permit such other Party to either consent to the disclosure or seek a protective order or other appropriate remedy. The disclosure of Confidential Information will be limited to the greatest extent possible under the circumstances.
13. Processing of personal data
13.1 Requested Information and documents sent to TransLegal for processing may contain personal data. To the extent TransLegal processes any personal data on behalf of the Client, the terms of a separate Data Processing Agreement between the Parties shall apply.
13.2 As the data controller, it is the Client’s responsibility to ensure that there are legal grounds for the processing of personal data regarding all data subjects mentioned in documents and Requested Information submitted to TransLegal.
14. Limited liability
14.1 The Client is not entitled to any compensation for loss of production, loss of revenue or any other indirect damage.
14.2 The liability of TransLegal and its subcontractors is limited to an amount equal to the agreed total value of the Assignment.
14.3 In order to be able to provide entitlement to compensation, any claim for damages must be submitted to TransLegal in writing as soon as possible after the damage has been discovered, and no later than six (6) months after completion of the Assignment.
15.1 TransLegal may at any time modify these General Terms. Such amendments shall enter into force four (4) weeks after notification to the Client.
16. Force Majeure
16.1 Neither Party will be liable for any delay or failure to perform hereunder if such delay or failure is due to any cause beyond the reasonable control of such Party, including without limitation, power or telecommunications failures, fire, flood, earthquake, war or act of war, terrorist act, civil unrest, strike, blockade, pandemic, epidemic, natural disasters or acts of God (each, a “Force Majeure Event”) provided that the Party so affected uses its best efforts to prepare for, avoid or remove the causes of non-performance and continues performance hereunder immediately after such causes are removed.
17. Independent contractors
17.1 TransLegal is an independent contractor of the Client, and this Agreement will not be construed to create a partnership, joint venture or employment relationship between the Parties.
18.1 The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision hereof. If any provision is held invalid, illegal or unenforceable in any jurisdiction, then, to the fullest extent permitted by law, all other provisions hereof will remain in full force and effect in such jurisdiction and will be liberally construed in order to carry out the intent of the Parties hereto.
18.2 Any sections, which by their nature should survive termination or expiration will survive any termination or expiration of this Agreement.
19.1 A waiver or consent given on one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion. To be effective, a waiver must be in writing and signed by the waiving Party.
20. Governing law and jurisdiction
20.1 These General Terms, applicable SOW and any Assignment shall be governed by and construed in accordance with the laws of Sweden without regard to its principles of conflict of laws.
20.2 Any dispute, controversy or claim arising out of or in connection with these General Terms or any Assignment agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators.
20.3 The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English.
20.4 The Parties undertake and agree that all arbitral proceedings conducted with reference to this arbitration clause will be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings. Information covered by this confidentiality undertaking may not, in any form, be disclosed to a third party without the prior consent by the other Party.