These General Terms of Service (the “General Terms”) were last updated on 15 January 2020.
For the purpose of these General Terms, TransLegal hereinafter refers to TransLegal Sweden AB and the Client refers to any customer who enters into a services agreement with TransLegal. The Parties are hereinafter each referred to as a “Party” and jointly as the “Parties”.
These General Terms are applicable to all translation services and/or related services performed by TransLegal and the Client unless otherwise agreed in writing or required by law.
An agreement is entered into when the Client accepts the price estimate and the delivery time proposed by TransLegal in respect of a specific assignment, for example by email. The agreed specific assignment is hereinafter referred to as the “Assignment”.
The agreed terms regarding an Assignment, in combination with these General Terms, shall constitute the “Agreement” for each Assignment.
§3 TransLegal’s obligations
The Assignment shall be carried out with accuracy and care by competent personnel and in accordance with the Agreement.
TransLegal will employ the methods and standards pertinent to the Assignment and its work.
§4 The Client’s obligations
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 the Assignment in accordance with the Agreement. TransLegal shall notify the Client if it is not in receipt of the Required Information.
If the Required Information is not received from the Client, and TransLegal has notified the Client about this, TransLegal is entitled to an extension of delivery in addition to compensation for any expenditures incurred.
§5 Modification of the Assignment
If the Assignment consists of a translation and if the Client submits any changes, corrections or additions to an original text after TransLegal has started the translation, TransLegal is entitled to extra remuneration.
Terms of delivery are agreed for each individual Assignment. If time is of essence, the Client must explicitly inform TransLegal in writing of this.
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.
When communicating regarding the Assignment and when delivering the Results to the Client, 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.
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.
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
The Client shall be the sole owner of the end-product of the Assignment submitted to the Client (the “Results”) provided TransLegal has received full payment for the Assignment. However, TransLegal is entitled to have free disposal and use of any glossaries and translation memories created in conjunction with the Assignment.
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
The price for each Assignment is agreed on an individual basis. Value added tax will be added to all prices.
TransLegal will invoice the Client upon completion of the Assignment. All invoices are payable within ten (10) days from the date of invoice. Interest on overdue payments is charged in accordance with the Swedish Interest Act (1975:635).
Due to the nature of the Assignment or the customer relationship, TransLegal is entitled, if it so deems necessary, to invoice on a monthly basis or in advance.
§11 Early termination
The Client is entitled to terminate an Assignment prior to delivery provided the Client compensates TransLegal for any and all work carried out prior to notice of termination in addition to the cost of terminating the Assignment.
Either Party shall be entitled to prematurely terminate an Assignment 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.
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”).
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.
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 obligation.
§13 Processing of personal data
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.
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
The Client is not entitled to any compensation for loss of production, loss of revenue or any other indirect damage.
The liability of TransLegal and its subcontractors is limited to an amount equal to the agreed total value of the Assignment.
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.
TransLegal may at any time modify these General Terms. Such amendments shall enter into force four (4) weeks after published at TransLegal’s website https://www.translegal.com.
§16 Governing law and jurisdiction
These General Terms and any assignment agreement shall be governed by and construed in accordance with the laws of Sweden without regard to its principles of conflict of laws.
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.
The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English.
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.