Article 1. Purpose of the Terms
These terms define the conditions under which iLocIT provides Translations and Associated Services to the Client.
Article 2. Definitions
In these Terms, except where the subject or context requires otherwise:
- “Translation(s)” means the rendering of Material provided by the Client into the specified language(s) in accordance with the specifications contained in the orders referred to in Article 3.
- “Associated Services” means services such as (but not limited to) proofreading, copywriting, briefing, terminology processing, technical revision, technical writing, voice recording, interpretation, desktop publishing, engineering (online user assistance testing, software testing, software compilation, etc.), consulting and any other services provided in accordance with the specifications contained in the orders referred to in Article 3.
- “Material” means documentation, text, artwork, animations, software, online user assistance, graphical recordings, audio recordings and video recordings supplied in any format, including but not limited to, human readable, machine encoded and encrypted, stored on any media including but not limited to, digital, analogue, optical, magnetic and printed;
- „Work(s)“ means Material processed through Translation and/or Associated Services; – „Revision Versions“ means the versions of translated Material submitted to the Client for review and approval.
Article 3. Estimates and Orders
- The Client shall define detailed specifications of the required Translation and/or Associated Services Otherwise iLocIT will use his own processes.
- Estimates shall be issued by iLocIT based on the Client’s requests, assuming that the Client has provided iLocIT with all information and materials necessary for iLocIT to evaluate the work involved.
- Orders shall be placed by the Client by communicating a Client Purchase Order within 24 hours of receipt of iLocIT’s estimate, referencing iLocIT’s estimate. iLocIT shall not commence any work in respect of any estimate issued prior to receiving a written Purchase Order from the Client.
- The Client shall inform iLocIT of any special requirements concerning the work, at the latest upon placing the order. If any circumstances invalidate iLocIT’s original estimate in any way and to any extent, iLocIT’s price shall be adapted accordingly, on the basis of its price list.
- If the Client wishes to vary the terms of an estimate, or of an order already placed, it may require iLocIT to issue an amended estimate. In the event of order variations, the Client shall communicate acceptance of the amended estimate, without changing the order numbers. If the Client decides not to follow this amended estimate, this will not change the validity of the original Purchase Order or Estimate.
- All incoming mail or e-mail asking for the completion of a work will be considered as a regular Purchase Order. If no estimate has been done, the Client is supposed to accept all General Terms and Prices of iLocIT.
Article 4. Cancellation
The Client shall be entitled to cancel an order only in writing and within 24 hours of the order. In such occurrence, the Client shall reimburse iLocIT with all related costs already incurred for the order. In addition, iLocIT shall invoice the Client for 30% of the total order amount as unique indemnity. In the event of cancellation beyond the 24 hour delay, iLocIT shall invoice the Client for the total order amount.
Article 5. Deadlines
- Deadlines for project completion are indicative only. iLocIT shall use reasonable efforts to comply with the deadlines.
- Delivery deadlines may change if the Client requests any material changes after placing the order.
- Work requiring a specifically short completion period (based on order date and deadline indicated by Client) shall be invoiced in accordance with iLocIT’s price list. iLocIT reserves the right not to complete the work within the short deadline, should it conflict with other orders previously accepted by iLocIT. In the event of short deadline, iLocIT does not guarantee usual quality criteria and article 6 shall not apply.
Article 6. Acceptance
Upon delivery by iLocIT, work shall be reviewed by the Client within 3 working days, for compliance with instructions, terminology and guidelines as well as technical correctness, comprehensibility and typesetting.
- The Client shall be entitled to withhold acceptance of the final version within 3 days of delivery, such non acceptance to be given to iLocIT in writing. In the absence of any written notification by the Client within that delay, the Work shall be deemed to be accepted.
- The Client shall not withhold acceptance of Work unreasonably. Deliveries of final versions signed off by the Client, shall only be refused on grounds not connected to quality levels already tested by the Client.
Article 7. Author’s corrections
In the event that the Client makes changes to the original text after order placement, whether of a stylistic, terminological, grammatical or any other nature, iLocIT shall invoice any additional work caused by such changes, on the basis of its price list.
Article 8. Prices
The prices and currency for the Translation and Associated Services are as set out in the orders referred to in Article 3. Unless otherwise specified,
- prices for Translations are defined per line or word of translated text (a line consists of 55 characters and spaces);
- prices for Associated Services are defined per page, hour or day as may be appropriate.
- One copy of all translated materials is included in all prices.
Article 9. Coordination costs
Voluminous or complex work, which requires translations in more than one language, and/or for which several intended recipients are envisaged and/or is of extraordinary complexity, shall be subject to additional coordination costs amounting to 10% of the total order.
Article 10. Payment Conditions
Payment shall be made by the Client at iLocIT’s registered office within 14 days after the date of the invoice. Any sum unpaid within that time shall, ipso jure and without formal notice, bear interest of 1% each month began starting the date of invoice and a unique indemnity of 15% of the amount of the invoice with a minimum of 75 Euro.
If any invoice is not paid in the due time, it will involve an immediate eligibility of all invoices of the Client whatever the payment terms of the other invoices. In that event, iLocIT can decide to stop or hold all works in progress.
Article 11. Communication
For all their communications under this Agreement, the parties agree to use any of the information and data transfer facilities as agreed by them. As far as electronic communications are concerned, iLocIT may not be held responsible for any error, bug or virus which may be contained in the files or programs transferred to the Client.
Article 12. Risks
Documents, files and data media which are produced by, received from or sent to the Client shall always be at his own risk.
Article 13. Confidential Information
All work conducted for or on behald of iLocIT and its customers is to be held confidential.
The terms of the attached NDA apply.
See: Mutual NDA
Article 14. Copyright – Indemnity
If claims should be made against iLocIT due to violation of existing copyrights connected to source texts delivered by the Client, the Client shall indemnify iLocIT for all direct or indirect costs arising from such claims.
Article 15. Limitation of liability
The liability of iLocIT for any claims brought by the Client in connection with this Agreement shall be limited to the specific loss actually suffered, limited to the total order amount. Under no circumstances shall iLocIT pay for any indirect losses (financial losses, commercial damage such as loss of profit, increased overheads, disputed schedules, third-party claims).
Article 16. Force majeure
Should it be impossible for iLocIT to comply with any of its obligations by reason of any unforeseeable and uncontrollable event known as force majeure (including so-called acts of God), then iLocIT shall not be deemed to be in breach hereof and its obligation shall be suspended and the term extended for a period equal to the duration of such event.
Article 17. Termination
Notwithstanding the preceding paragraph, iLocIT shall immediately stop work should the Client become insolvent, assign all of its assets, be declared bankrupt or make an arrangement with its creditors.
Article 18. Time limitation
Any action against iLocIT shall be introduced within 3 months at the latest, of the fact leading to the action. Beyond that date, iLocIT shall be exempt from any liability for any specific or indirect loss that may be incurred by the Client.
Article 19. Governing law and arbitration
The courts of Dortmund shall solely entertain jurisdiction. The governing law shall be German law.