Terms and conditions

WIEDEMANNI TRANSLATION BUREAU
GENERAL TERMS AND CONDITIONS FOR THE PROVISION
OF TRANSLATION SERVICES

1. GENERAL PROVISIONS

1.1. These general terms and conditions (hereinafter the General Terms and Conditions) shall regulate the rights and obligations of the contracting parties pertaining to the provision of translation services by OÜ Wiedemanni Tõlkebüroo (hereinafter WTB) to the party ordering the translation services (hereinafter the Client).

2. TRANSLATION SERVICE

2.1. WTB shall provide a translation service to the Client on the basis of the order submitted by the Client and according to the procedure and terms and conditions agreed to in the translation service provision Contract and the General Terms and Conditions.
2.2. The purpose of providing the translation service is to deliver the information contained in the source language text in the target language text (translation) with a precision and completeness that corresponds to the purpose for which the translation is intended.
2.3. The translation service includes the following services: written and oral translation, text editing, notarised translation, sworn translator service, layout and design of translation works, translation and animation of multimedia projects, translation of websites, language training (hereinafter the Service).

3. RIGHTS AND OBLIGATIONS OF THE PARTIES

    The Client’s rights and obligations

3.1. WTB and the Client shall separately agree as to the purpose of the translation, the deadline and other conditions not provided in the General Terms and Conditions (including the format for delivering the translation).
3.2. The Client undertakes to disclose to WTB the purpose and target group for the translation. Upon failure to disclose the purpose of the translation the parties shall deem the purpose of the translation to be normal use (i.e. for informative purpose). The Client has the right to use the translation solely for its stated purpose. If the Client uses the translation for another purpose than the one that was stated to WTB, WTB shall not be liable for the damage that may arise.
3.3. The Client undertakes to submit to WTB the additional information and materials necessary for completing the translation, including giving WTB explanations upon the latter’s request, concerning the terminology, etc. used in the text being translated, within the time agreed to.
3.4. The Client has the right to require the completion of the agreed-upon translation and its receipt at the agreed-upon time. The Client does not have the right to require the completion of the translation within the agreed deadline if it delays in sending the documents and any other information necessary for completing the translation to WTB.
3.5. The Client has the right to receive the translation in the manner agreed upon with WTB. If the parties have not agreed on the manner of delivering the translation, the translation shall be delivered at WTB’s office.
3.6. The Client has a right to submit complaints about the quality of the translation within 14 calendar days after receipt of the translation, unless the parties have specifically agreed otherwise.
3.7. The Client has the right to cancel the order at any time.

    WTB’s rights and obligations

3.8. WTB has the right to claim the payment of the agreed-upon fee from the Client.
3.9. WTB has the right to receive additional information, explanations and clarifications concerning the text being translated (including terminology, abbreviations, etc.) from the Client at the time agreed upon.
3.10. WTB undertakes to ensure the completion of the translation within the term agreed upon with the Client. A prerequisite for keeping the deadline agreed to between the Parties is that the Client has submitted to WTB, on time and by the agreed deadline, the materials and information necessary for completing the translation.
3.11. WTB undertakes to inform the Client immediately concerning circumstances hindering completion of the translation, including illegibility of the submitted material (documents). Upon failure to remove the circumstances restricting completion of the translation WTB shall not be responsible for shortcomings in the translation caused by it.
3.12. WTB shall retain the translation ordered by the Client and the materials and documents submitted for performing the translation (i.e. original materials) for two (2) months. If the Client does not come to collect the documents, WTB has the right to destroy them. The parties may specifically agree upon a different duration of retention.

4. COPYRIGHTS

4.1. Copyright shall apply for the work (translation) created by WTB in the course of providing the Service. The right of ownership, and the author’s financial rights concerning the work (translation) created by WTB in the course of providing the Service, shall be delivered to the Client as a collection of rights for the entire term of validity of the copyright without territorial restrictions, upon delivering the translation to the Client.
4.2. The financial copyright to the translation shall not transfer to the Client before the Client has paid WTB in full the sum payable for the preparation of the translation. The Client may only use the translation after full payment of the sum payable for the translation, if the parties have not specifically agreed otherwise.
4.3. The Client shall be responsible for the copyrights of third parties not being infringed by ordering the Service from WTB and WTB providing the service.

5. CONFIDENTIALITY

5.1. Taking into consideration that WTB is providing the Service to the Client, the parties acknowledge that in the course of providing the Service the Client may disclose to WTB certain confidential information about the Client itself and its clients and employees (hereinafter Confidential Information), which includes, among other things, the following information: (i) information about the Client itself, its financial status, the transaction, accounting details and any other data and/or procedural rules of the Client itself and/or its client and/or employee; (ii) information about the plans or strategic decisions of the Client itself and/or its client and/or employee; (iii) any other information about the activity of the Client itself and/or its client and/or employee, which is not public.
5.2. WTB undertakes to (i) keep Confidential Information strictly secret, implementing modern data protection and other appropriate measures for this purpose; (ii) not use Confidential Information in its interests nor let third parties use Confidential Information for their interests; (iii) return to the Client at the first request all information carriers (including copies), which contain Confidential Information; (iv) ensure that its employees, representatives, consultants, subcontractors or other persons related to it comply with this confidentiality obligation; (v) not disclose to third parties information that has become known to it in relation to the translation service provision Contract or in relation with the works given by the Client to WTB for translating.
5.3. Disclosing Confidential Information to third parties is only permitted upon the other party’s prior written permission or in situations and according to the procedure expressly prescribed by the legislation of the Republic of Estonia. Interpreting, copying, reproducing the information in any way or manner and/or direct or indirect distribution and/or disclosure to third parties in any other manner shall also be deemed equivalent to disclosing Confidential Information.
5.4. WTB shall undertake to use the information received from the Client only for the purpose of performing the translation service provision Contract, i.e. preparation of the translation ordered by the Client. WTB is obligated to take measures to avoid Confidential Information from becoming known to persons not entitled to it. For this, WTB undertakes to securely store the Client’s documents until the delivery of the prepared translation to the Client. WTB is obligated to guarantee that the information sent by the Client remains confidential (in its data files and/or in any other manner) even after the translation work agreed to with the Client has been performed and delivered to the Client.
5.5. WTB shall ensure full compliance with all data protection laws and rules in its area of responsibility. The parties shall specifically agree on the need for the implementation of additional data protection requirements.
5.6. The confidentiality obligation provided in Clause 5 shall apply without a term.

6. REMUNERATION AND PROCEDURE FOR PAYMENT

6.1. The Client shall remunerate WTB in accordance with the translation service provision Contract, the price offer submitted by WTB or the invoice prepared pursuant to the price list established by WTB.
6.2. The volume of the written translation shall be calculated on the basis of the number of characters. In Estonia one page is deemed to be an A4 typewritten page, which includes 1,800 characters together with punctuation marks and spaces, if it has not been agreed upon otherwise. Upon agreement the volume may also be determined by words or rows.
6.3. The price payable shall be determined on the basis of the original volume of the text. The price per page may also differ according to the specifics of the text (e.g. the price of translating difficult specialised texts may be higher).
6.4. If the Client does not notify WTB of the special conditions of the translation or does not present the document being translated to WTB during making the price inquiry, WTB shall only provide the Client with a preliminary assessment of the cost of the translation, which is not binding as an offer.
6.5. The sums payable for the translation work shall be paid with a bank transfer, unless the parties have specifically agreed otherwise. WTB has the right to claim prepayment, deposit or payment by instalments.
6.6. The payment term for paying for the translation shall be deemed to be the date provided on the invoice. The above shall also apply in a situation where the Client does not come to collect the translation.
6.7. Upon cancellation of the Order by the Client, the Client is obligated to pay WTB for the pages translated up to the moment of cancellation.

7. LIABILITY

7.1. The parties shall perform the obligations arising from the General Terms and Conditions and the translation service provision Contract as required, reasonably, in good faith, complying with due diligence and taking into account current norms and practices.
7.2. The parties shall not be liable for failure to perform an obligation if it has been caused by force majeure, which the party that breached the obligation could not have influenced and the preclusion of which could not have been expected, pursuant to the principle of reasonableness.
7.3. Except if it ensues otherwise from imperative norms of the law:
7.3.1. WTB’s liability before the Client is limited to the sum payable for the translation work;
7.3.2. WTB shall not be responsible for indirect damage that has arisen for the Client (e.g. loss of profit).
7.4. The Client has the right to submit complaints to WTB about the quality of the translation within 14 calendar days from receipt of the translation. The Client does not have the right to submit a complaint, if the original text submitted for performing the translation was illegible or difficult to read or incomprehensible for some other reason.
7.5. If the complaint submitted by the Client is justified, the parties shall separately agree to a term, during which WTB shall rectify the shortcomings in the translation at its own expense.
7.6. Submission of a complaint or a wish to make changes in the translation does not give the Client the right to delay payment of the sum payable for the translation.
7.7. If the parties have not specifically agreed otherwise, WTB shall not be liable for (i) changes in the stylistic or specific terms, or abbreviations in the translation; (ii) transliteration of names or addresses from a non-Latin alphabet or into one; (iii) incompatibility of the translation work with the Client’s software, if the translation is delivered electronically; (iv) performance of comprehensive quality checks, if the translation work has been ordered on an express basis; (v) for errors in the translation that have been caused by errors in the original material (i.e. source language text).
7.8. In delaying the payment of its financial obligations, the Client is obligated to pay interest at the rate agreed to in the translation services provision Contract or noted on the invoice submitted by WTB.

8. APPLICABLE LAW AND RESOLUTION OF DISPUTES

8.1. The law of the Republic of Estonia shall be applied to the general terms and conditions, contracts concluded for translation service provision, their performance and interpretation and resolution of disputes arising from the contract.
8.2. In the event that disagreements have arisen between the parties, an effort will be made to resolve the disagreements by way of negotiations. If the parties are unable to immediately resolve the differences that have arisen, a complaint must be submitted in writing or in another agreed-upon manner.
8.3. The facts and documents on the basis of which the complaint is being submitted shall be referred to in the complaint. WTB shall review the complaint and notify the Client of the decision at the time agreed upon, and in the manner agreed upon, within seven (7) working days from the day of submission of the complaint.
8.4. If the parties do not reach an agreement, the dispute shall be resolved by the Consumer Complaints Committee operating at the Consumer Protection Board or the courts.
8.5. A court dispute between the parties shall be resolved by the court of the district where WTB is registered if the parties have not agreed otherwise, or if the imperative provisions of the law dictate otherwise.

9. FINAL PROVISIONS

9.1. Amending and supplementing the translation service provision Contract is possible upon the agreement of the parties. WTB has the right to unilaterally change the General Terms and Conditions, publishing the new General Terms and Conditions on WTB’s website. The new General Terms and Conditions shall enter into force from the time of publication.
9.2. In matters not regulated in the translation service provision Contract and/or the General Terms and Conditions, the parties shall be guided by the provisions of the legislation of the Republic of Estonia.
9.3. Should any provision of the General Terms and Conditions become invalid or null and void, the validity of the rest of the provisions shall not be affected.
9.4. In the case of a conflict between the General Terms and Conditions and the translation service provision Contract concluded between WTB and the Client, the translation service provision Contract shall be deemed to take precedence.
9.5. The General Terms and Conditions have been established by WTB and shall apply to all translation service provision Contracts. The General Terms and Conditions are an integral annex to the translation service provision contracts.

Valid from October, 2016