General terms & conditions

AREA OF APPLICATION

The following business terms shall apply for all assignment agreements between Kommunicera Communications (hereafter KC) and the client, unless otherwise agreed in writing.

TENDER AND APPROVAL

A fixed tender can only be drawn up after KC has received access to all conditions. These include all source texts for translation, a description of the translation's purpose and target group as well as all other information needed to perform the assignment.

The client shall handle KC's tender confidentially and shall not disclose its content to third parties. If this should occur, KC is entitled to compensation for the damage it has thereby suffered.

An acceptance from the client must have been received by KC within 30 days of the tender date, unless otherwise agreed in writing. Thereafter, the tender is not binding on KC. Tenders from KC are considered to have been accepted by the client when KC has received written approval from the client.

In the case of tenders or requests that assume specific resources, the client will be notified if KC intends to demand compensation for the tender work in the case orders do not materialise. The client should notify KC without delay if this condition is not accepted.

The agreement entered into between the parties, together with KC's business terms, regulates the parties' contractual relationship. Subsequent changes, including addendums and additional agreements, must be approved in writing by KC, in order for the client to be able to apply them. If such changes result in the assignment taking a longer time to be completed, the delivery time that was agreed when the project is initiated shall be extended by an equivalent time.

If the client requires the use of other software than that which is prevalent in the translation business, the client shall make this available during the time the assignment is in progress and the client is responsible for this being done according to applicable laws, license agreements etc.

PRICE

The tender or the agreed price does not include freight costs, VAT or advertising tax or other official duties payable on the invoiced amount. These shall be paid by the client, even when the amount is determined in arrears.

If the assignment is performed for a fixed price, KC is entitled to debit separately for work that is due to the client ordering changes and corrections to the source material, ordering or causing unforeseen shorter deadlines or ordering a service that is not covered by the agreement (so-called additional work).

If the client cancels a project, the client shall pay for the work that has already been done and, moreover, where applicable pay compensation for analysis and preparation of that part of the work that has yet to be carried out. On the client's request, KC shall place the work completed at the client's disposal.

If so-called validation has been ordered, for an agreed payment KC will introduce the client's validation changes into the material, including the translation memory, within three weeks from when the material has been sent for validation. If validation has been ordered, but arrives later than three weeks after the material has been sent for validation, KC will consider this as a separate assignment and charge accordingly.

If validation has not been ordered, and the client has validation changes/feedback that the client wishes to have introduced, KC will charge for the work done according to the same rates as for ordered validation.

THE CLIENT'S COMMITMENT

The client is responsible for the content of the material delivered to KC. This material includes the original material that is to be edited or translated, as well as instructions and other necessary information that the client provides.

The client is responsible for final review and approval of the material delivered to KC.

Material that the client delivers to KC must not contain sensitive personal details according to the Personal Data Act.

If the client, through documents or negligence, does anything that results in the time needed to perform the assignment being increased, the delivery time that was agreed when the project was initiated shall be extended by an equivalent time.

KC's COMMITMENT

KC shall perform the client's order professionally and in accordance with the instructions in the order.

KC shall provide the client with the best possible service respecting detailed and updated information, invoices, administration etc.

ERRORS AND DEFICIENCIES

When KC delivers the finished material to the client, the client is responsible for reviewing the material carefully. If the client finds something to remark on, the client shall without delay inform KC of this and describe where the deficiency lies as soon as the deficiency is detected, or should have been detected, but no later than 30 days from delivery. If the client does not complain in this way, the buyer cannot claim at a later date that deficiencies have been encountered.

If the error or deficiency is such that the presentation cannot be used for its purpose, the client is entitled to a deduction from the price that is equivalent to the error or deficiency or to demand that KC completes the presentation in an acceptable way. If the fulfilment results in delayed delivery and if it is clear from the circumstances that a delayed fulfilment is of no use, the client is entitled to cancel the agreement.

The client is expressly aware that different translations or interpretations of a document are always possible. The client also expressly accepts that at times it is impossible to make a perfect translation of a word or a sentence.

Deficiencies in the material that has been delivered shall be corrected at KC's cost in reasonable time. If this does not take place, the client is entitled, after presenting a demand with a reasonable deadline, to cancel the agreement, request a lower price or demand compensation.

DELAYS

If KC or the client finds that the agreed delivery time, or the time for another measure according to the contract, probably cannot be kept, the other party should be informed without delay. In this context, the reason for the delay and the time when the agreement can be fulfilled should also be provided.

If the delay is due to KC, the client is entitled to cancel the agreement

‒ if it is clear from the agreement or other circumstances that fulfilment of the agreement is of no use to the client after a given time and it is entirely clear that the work cannot be completed by that time.

‒ otherwise, if the client made it clear to KC that the delivery must take place punctually on the agreed date and the client, for his part, has performed his obligations at the right time according to the agreement.

If the delay is due to the client, KC is entitled to compensation for costs resulting from the delay.

LIMITATIONS TO COMPENSATION

KC is not liable to compensate the client for indirect damage – for example, loss of production, loss of profits or the client's compensation to customers or other – that arises due to errors, deficiencies, delay or other deficient performance, insofar as KC has not acted with gross negligence.

Liability for compensation for direct damage is limited to the agreed assignment price, insofar as KC has not acted with gross negligence. However, KC is not liable to compensate for direct damage that could not be reasonably be foreseen when the contracted was signed.

KC does not have any liability to pay compensation for projects where the client has not notified their intention to use the finished translation for mailing/dissemination to more than 100 people, including via e-mail or by posting to the Internet.

FORCE MAJEURE

The following circumstances constitute force majeure, if they occur after the agreement date – or before then, if their consequences could not be foreseen before the agreement date – and if fulfilment of the agreement is thereby prevented, significantly delayed or made more expensive. Labour disputes or other circumstance over which a party has no control such as fire, war, mobilisation, or equivalent military call-up, requisition, impounding, currency restrictions, rebellion or riot, fuel shortage or general shortage of goods or energy, breakdown of machinery with unique function which could not be foreseen and prevented by professional care, and delays in deliveries from subcontractors that are due to the circumstances mentioned here. Force majeure occurring releases the parties from liability for compensation for missed and delayed deliveries and entitles them to a requisite extension of the delivery time.

A party wishing to invoke force majeure must notify the other party, if this can be done, without unreasonable delay after the circumstance has occurred or could be foreseen.

If fulfilment of the agreement is delayed by more than 6 months as a consequence of force majeure, either one of the parties is entitled to surrender the agreement by written notification.

CONFIDENTIALITY AND ARCHIVING

KC guarantees that all information and all documentation that is handled within the company in connection with an assignment from the client are treated with the strictest confidentiality.

KC is not permitted to disclose anything relating to the content in, or knowledge about, this information to any other person than those who need the information in order to be able to perform their assignment on behalf of the client. KC enters into non-disclosure agreements with all external translators.

KC shall ensure that all material which is received from the client is stored in a manner that guarantees that the confidentiality commitment is fulfilled.

After completing an assignment, at the client's request, KC shall destroy all material from the client that will not be needed for future collaboration between the two companies.

PAYMENT TERMS

KC's payment terms are 30 days from the invoice date. For delayed payments, KC is entitled to charge penalty interest equivalent to the current discount rate + 8%. The payment of penalty interest does not prevent KC from claiming compensation for further losses resulting from the client's disregard of the payment obligation.

The client is not entitled to deduct or hold back any part of the purchase price due to counterclaims other than if KC has given written consent for this.

If the invoice is not paid 10 days after the due date, KC is entitled to cease all activities that are related to the assignment and hold all completed material until proof that the invoice has been paid is presented to KC.

All questions of payment shall be addressed to invoice@kommunicera.se

PREMATURE CANCELLATION OF AGREEMENTS

In the case of serious breach of contract, the parties can immediately cancel the agreement. In the case of obvious deficiencies in the quality of KC's services, the client can cancel the contract with immediate effect.

The parties are also entitled to cancel the agreement immediately if the other party is declared bankrupt or liquidated or enters into negotiations for composition with its creditors.

KC is entitled to cancel the agreement if the client does not fulfil its payment obligations or obstructs or makes it impossible for KC to perform the assignment pursuant to this agreement. In these cases, KC is entitled to full payment for the work that had already been completed at the time of the cancellation.

APPLICABLE LEGISLATION AND SETTLEMENT OF DISPUTES

Any disputes between the parties shall be settled, in accordance with the laws in Sweden, without consideration to rules in international law.

The City Court of Gothenburg shall be the forum for all disputes between KC and the client.

TERMS IN THE AGREEMENT

If any of the terms in this agreement ceases to be valid or cannot be enforced according to applicable statute, the parties shall, in mutual agreement, replace the invalid or unenforceable provision with a valid, applicable provision that agrees as far as possible with the original provision's intention and the remainder of the agreement.

Kommunicera Communications AB, Sockerbruket 17, SE-414 51 Göteborg | +46 31-346 15 00 | info@kommunicera.se

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