General Terms and Conditions

  1. Extent and use of services
    1. 1.1. Unless it has been expressly agreed in writing, these terms and conditions exclusively apply (the "GTC") to the services of T-Lex Ltd., having its corporate seat in London, United Kingdom, registered with the Companies House (England and Wales) under number 8987809, (the "Contractor") provided to its customers (each the "Customer").
    2. 1.2. The GTC directly apply only to the Contractor and the Customer. No other person shall have any rights to enforce the GTC under the Contracts (Rights of Third Parties) Act 1999.
    3. 1.3. The Contractor application of the Customer's terms and conditions to the extent they contradict the GTC. Contradictory or additional terms and conditions of the Customer are not deemed to be an integral part of the contract even if they have not been explicitly rejected by the Contractor. Modifications of these GTC, additional agreements or possible contradictory terms and conditions of the Customer only apply if the Contractor has agreed to their application in advance in writing.
    4. 1.4. The Customer's specific instruction in writing determines the extent of the services. In the absence of such instruction, it is agreed that the entire text of a document provided by the Customer shall translated.
    5. 1.5. The Customer is obliged to inform the Contractor about the intended use of the translation, namely, if the instruction relates to the use
      1. (i) for information purposes (e.g., as a working translation for internal purposes and the like); or
      2. (ii) for publication and/or marketing; or
      3. (iii) in the context of legal disputes or other legal or official purposes within the country or abroad; or
      4. (iv) for other purposes which could be relevant to the Contractor to determine the appropriate kind of the translation.
    6. 1.6. The Customer is only allowed to make use of a translation for a purpose mentioned in point 1.5 of the GTC that has been notified to the Contractor in advance. A use of a translation beyond this purpose and/or the unilateral modification of the purpose (e.g., the actual filing of an internal memorandum at court) by the Customer is not permitted and subject to the Contractor's prior written consent for the particular case/circumstance.
    7. 1.7. In the event the Customer does not notify a specific purpose of the translation to the Contractor the translation is deemed to be used for mere information according to point 1.5(i) of the GTC.
    8. 1.8. The Customer and/or third parties attributable to him is/are only permitted to ad and/or refer to the Contractor's name, respectively his company name with regard to a translation if (i) the Contractor has translated the entire text himself; or (ii) if the Contractor has explicitly consented prior to the amendments of the wording of the translation in writing.
    9. 1.9. The Contractor is entitled to sub-contract the translation subject to (i) receiving a confidentiality undertaking provided in point Error! Reference source not found. of the GTC and (ii) notifying the Customer of such sub-contracting in due time.
  2. Form
    1. 2.1. Unless the Customer and the Contractor have agreed otherwise, the Contractor will provide the translation electronically as Microsoft Office Word (.doc or .docx) or as Adobe Pdf.-file.
    2. 2.2. The Contractor is not obliged to create documents in any particular format. If the Customer requires a particular format of the document the Contractor is entitled to charge these services additionally subject to the technical feasibility of the formatting (e.g., requirement to have a specific software).
    3. 2.3. If the Customer wants to use a specific terminology (e.g., in the context of a term sheet or of internal terminology used by the company of the Customer) to the Customer must notify this instruction as well as the complete terminology in writing in due time prior to the start of the translation.
    4. 2.4. In absence of a prior written agreement, German translations are provided in line with the rules published by the Counsel for German Orthography (Rat für deutsche Rechtschreibung) and in British English for the translations into English.
    5. 2.5. Notes by the Contractor in connection with the translation only serve as illustration of the usage of terms in the relevant language in the particular case and, in any event, do not constitute legal advice.
  3. Delivery and fees
    1. 3.1. The Customer will provide a reasonable time period for his translation work to the Contractor considering the complexity and extent of the text to be translated.
    2. 3.2. A fixed due date for the translation is only binding for the Contractor if it has been explicitly agreed as fixed due date with the Customer in advance in writing and the Contractor confirmed the compliance with such deadline in writing in advance.
    3. 3.3. The hourly rates (excluding VAT) as agreed between the Customer and the Contractor in the individual case are the basis for the fees for translation services unless a lump sum has been agreed in writing for the specific assignment.
    4. 3.4. In addition, the Contractor will invoice the Customer with expenses, in particular potential postage costs.
    5. 3.5. Fee estimates as well as fee quotes of the Contractor required by the Customer are not binding and only serve the Customer's information. The Contactor will notify the Customer if costs of exceed the initial fee quote in the amount of more than 25% of the estimated costs. Such fee warning is not required if the costs of translation do not exceed this limit.
    6. 3.6. A fee warning or, as applicable, an omitted fee warning in the event of an excess of costs of less than 25% does not have an impact on the Contactor's entitlements for his translation services.
    7. 3.7. The compliance with an agreed deadline is subject to the complete transfer of the documents and background information required for the translation service as well as the Customer's compliance with the agreed payment and other terms of these GTC.

      The Contractor is entitled to charge a reasonable surcharge for urgent translations (translations within 48 and, as applicable, 24 hours upon instruction in writing according to point 3.7 of the GTC) as well as with regard to services to be performed on a Saturday, Sunday and/or a national holiday in Austria, Germany and/or the United Kingdom (a "bank holiday") and/or for extensive translation work (amounting to more than 30 regular pages, i.e., 1,800 characters per page formatted A4) ("standard page") depending on the complexity of the original text, as follows:

      1. (i) delivery within 24 hours (50 to 100%);
      2. (ii) delivery within 48 hours (20%);
      3. (iii) extensive translation work (up to 20%).
    8. 3.8. The Contractor cannot guarantee the compliance with a deadline within 24 hours with respect to a text to be translated of more than 10 standard pages a day being of average complexity to the business concerned.
  4. Representations and warranties
    1. With regard to the provided translation the Customer is obliged, within a reasonable period of time

      1. (i) to check the translation with respect to any defects before the Customer makes use of it; and
      2. (ii) to notify the Contractor within five working days up on receipt of the translation (wherebythe transmission date of the translation by the Contractor via e-mail is the relevant date) in writing of all defects

      If the Customer does not comply with the above obligation, warranty and other claims of the Customerlapse.

    2. 4.1. The Customer is, in the first instance, entitled to a correction of faults. With respect to the Customer's potential entitlement to a warranty claim (i.e. to a correction of the defect or, as applicable, a new translation) the former is obliged to assist and help the Contractor in particular by granting a reasonable time period to correct the fault and to provide any relevant documents and information required for this purpose. If the Customer does not comply or rejects to do so, the Customer is not entitled to any warranty claim against theContractor.
    3. 4.2. If the Contractor corrects the faults within a reasonable period of time the Customer is not entitled to further warranty claims.
    4. 4.3. If the translation is used for publication, warranty claims only exist if the Customer notifies the Contractor in writing in advance that the text shall be used for publication purposes. In this case the Customerhas to transfer the galley proofs of the text to be published to the Contractor. The Customer is not entitled to a warranty claim if he modifies these galley proofs. In the event of a publication of the translation the Contractor is entitled to a reasonable compensation as well as a reference to his authorship.
    5. 4.4. The Customer is also not entitled to a warranty claim if he or a third party attributable to him causes a fault, in particular in the event of conflicting instructions, illegibility of the text to be translated, ambiguity or obscurity of terms, missing explanation of used abbreviations or signs and/or names in the text to be translated, which are not written in the Latin writing.
    6. 4.5. The Customer is not entitled to a warranty claim for services in connection with the review ofa third party's translation if he did not provide the original text to be translated as well as the relevant background information.
    7. 4.6. The Customer is not entitled to a warranty claim with respect to the linguistic improvement or harmonisation of terms transmitted by the Customer which have to be used for the translation, e.g. business- and company-specific terms.
    8. 4.7. The Customer is no warranty claim for irrelevant faults of a translation as well as no right of the Customer to rescind from the contract.
    9. 4.8. Warranty claims relating to the conversion of figures, measures, currencies, formulae etc. are excluded.
    10. 4.9. The Customer has to notify hidden faults promptly upon his knowledge. All warranty claims lapse within a year from the delivery of the translation (whereby the date of the transmission of the translation by the Contractor via e-mail is the relevant date).
  5. Liability
    1. 5.1. The Customer is exclusively responsible for the subject-specific (in particular the legal) and linguistic accuracy of the text to be translated.
    2. 5.2. If the Customer uses the translation for another than the agreed purpose, he has no entitlements (in particular to damages) against the Contractor. The liability towards third parties is excluded.
    3. 5.3. The Contactor is not liable for damages due to minor negligence. In all other cases the liability of the Contractor is limited to the amount of EUR 10,000 for each translation. To the extent legally possible the liability for lost profits and consequential damages is excluded.
    4. 5.4. All claims for damages lapse within a year from the delivery of the translation (whereby the date of the transmission of the translation by the Contractor via e-mail is the relevant date).
    5. 5.5. The Contractor assumes no liability for potential infringements of third parties’ entitlements if the Customer violates their rights due to the instructed translation (e.g. lack of the Customer's exploitation rights with regard to the text to be translated). If third parties allege a claim with respect to such violations of rights, the Customer is obliged to fully indemnify and hold the Contractor harmless. The Contract or is not obliged to examine whether the Customer is entitled to any rights, in particular whether he is the author, of the text to be translated.
    6. 5.6. The Contractor will inform the Customer if third parties claim any rights with regard to the translated text.
  6. Force majeure and acts of God
    1. Events of force majeure and acts of God (e.g. war, uprisings, civil unrest, accidents, natural hazards) entitle the Contractor as well as the Customer to rescind the contract. However, the Customeris obliged to pay for the services and expenses until the date of receipt of notification of an event of force majeure and/or act of God in writing.

  7. Payment
    1. 7.1. Unless otherwise agreed with the Customer invoices are due within 14 days upon transmission of the invoice via e-mail (whereby the date of the transmission of the invoice by the Contractor via e-mail is the relevant date).
    2. 7.2. Depending on the extent and the complexity of the translation services the Contractor is entitled to demand a reasonable advance payment in the amount equalling up to 100% of the estimated fees. The Contractor will inform the Customer of such request in due time. The Contractor is entitled to withhold the performance of his services until the complete amount of the advance payment is received.
    3. 7.3. In the event of default with the payment theContractoris entitled to:
      1. (i) withhold all his translation services and all potential documents provided by the Customer and
      2. (ii) to demand default interest in the amount of 8% above the base rate of HSBC Bank plc per annum with respect to the outstanding fees.
  8. Miscellaneous
    1. 8.1. The transfer of the translation as well as all correspondence in relation thereto between Customer and Contractor may be made by unencoded electronic communication to the e-mail address of the Customer.
    2. 8.2. The Customer bears relevant risks (e.g., computer viruses) of electronic communication unless a risk can be attributed to the Contractor's negligence or intent.
    3. 8.3. The Contractor obliges himself and any instructed third parties to confidentiality in connection with the instructed translation services.
    4. 8.4. To the extent the GTC refer to an agreement in writing and/or a notification in writing, electronic communication (e-mail) is sufficient unless agreed otherwise.
    5. 8.5. In the event that one or more regulations of the GTC infringe applicable law the remaining regulations are deemed in force.
  9. Applicable law and competent court
    1. 9.1. Each of the Customer and the Contractor agree that any disputes arising out of their contractual relationship shall be determined by the High Court of England and Wales
    2. 9.2. The contractual relationship between the Customer and the Contractor is subject to the laws of England & Wales with the exclusion of the application of the UN Convention on the International Sales of Goods.