Sale and delivery terms for Diction ApS

Version 28.01.2014

1. Scope and definitions

Diction’s (Diction ApS) main activity is to provide professional translation and proofreading services. The following terms and conditions apply to all translation and proofreading services commissioned through Diction ApS (hereinafter referred to as “Diction”) by physical or legal persons (hereinafter referred to as the “Client”). These terms have, unless otherwise agreed, precedence in relation to any of the Client’s general terms or conditions. The Client supplies the text, etc., (hereinafter referred to as the “Material”), which is to be translated or proofread. The finished, translated product is referred to as the “Service”.

2. Agreement conclusion, price and cancellation

The Client is obligated to provide information about the scope of the assignment prior to entering into an agreement, possibly by sending the Material to Diction beforehand. Diction calculates the price of a specific assignment on the basis of a scope assessment of the assignment. Prior to commencing work, the Client receives a quote or an order confirmation, indicating the price of the Service, as well as any surcharges, costs, delivery costs, VAT and other charges. Unless otherwise specified, prices are excluding VAT. If it is not possible to quote a fixed price, Diction will specify the basis for the price calculation. Unless otherwise stated, Diction’s quote/order confirmation is valid for a maximum of 10 days.

Diction is always entitled to submit the quote or order confirmation by e-mail. Diction may require security for payment, if it is deemed necessary.

3. Material, etc.

Unless otherwise agreed, the Client is obligated to supply material digitally in one of the following ways: Pure text file (ASCII format), PDF file, image file (JPEG, PNG, and GIF are accepted), Rich Text Format document, Microsoft Word document, or unencrypted e-mail. It is the responsibility of the Client to ensure that the Material is supplied in a format that can be opened by Diction and without the use of special plug-ins or similar.

If the Client, after the conclusion of the agreement, then has changes to the Material, including in relation to scope, Diction is entitled to regulate the agreed price and postpone the time of delivery. Diction is not, however, obligated to accept changes to the Material that are received after entering into the agreement.

The Client is obligated before the conclusion of the agreement to inform Diction in advance in writing of any special conditions for the completion of the assignment, including with regard to specific requirements for the terminology, legal language, etc. The Client is expressly made aware that Diction is not obligated to use authorised or otherwise professionally trained interpreters or translators.

4. Performance and delivery

The Service only includes the agreed translation or proofreading. Diction is entitled, without the Client’s consent, to carry out any layout change, etc., including changing the font, text size, colours, file format, setup, etc. Diction is, unless otherwise expressly agreed, always entitled to deliver the Service as a pure text file, Word document, PDF document, or image file or by e-mail.

Diction is entitled to, without the Client’s consent, to use the services of subcontractors or other third parties, including independent freelance translators.

The time of delivery is agreed with the Client. Unless the delivery time is otherwise agreed, delivery must take place no later than 30 days after receipt of the Material in its entirety to Diction. Delivery on the delivery date shall be deemed timely when this has happened before midnight. Diction is entitled to postpone or stop ongoing or new assignments, provided that no payment has been received for previously delivered assignments.

If the delivery date cannot be complied with as a result of special circumstances, which are beyond Diction’s control or Diction is not to blame, Diction is entitled to postpone delivery or, where appropriate, terminate the agreement. In such cases, the Client is not entitled to demand price reductions, compensation, penalties, damages or reimbursement. Exceptional circumstances include, but are not limited to, fire, accidents, strikes, riots, war, transport problems, as well as measures taken by the public authorities.

5. Invoicing, etc.

Diction invoices electronically. If the buyer wants a paper invoice sent, Diction can charge an administration fee of up to DKK 100. Private clients must pay the total fee in advance. Business clients have 14 days to pay from the date of invoice. Payment in full satisfaction of a debt can only happen to Diction’s bank account, as stated on the invoice. In case of payment after the due date, the amount owed will be charged at 2.5% interest per commenced month. Changes to the payment terms must be agreed in writing between the parties (which can be by e-mail). Payment must be made in a timely manner, even if a complaint has been lodged, or where the Material/Service has been submitted for approval to the Client’s internal/external department.

6. Errors, omissions and liability

If the Client finds errors or defects with the delivered Service, complaints must be made to Diction immediately and be received by Diction no later than four days after the delivery of the Service. Submission of a complaint shall under no circumstances exempt the Client from their immediate payment obligations.

Complaints must be made in writing via e-mail to Diction with a clear and precise indication of the error that the Client has found. If there are errors or omissions, these will then be rectified by Diction. Corrections shall be made free of charge, if it can be demonstrated that the fault can be attributed to Diction.

If the Client makes corrections or changes themselves to the Service without prior arrangement with Diction, or if the Client exceeds the complaint deadline, the right to rectification, compensation, price reduction and damages no longer applies. Diction is entitled to charge extra if corrections are to be made after the deadline of four days, unless otherwise agreed.

The delivered Service may only be used for lawful purposes. Diction cannot be held liable for any loss incurred as a direct or indirect result of deficient or delayed translations, etc. It is the responsibility of the Client to check the translation in so far as the Material or Service is expected to have far-reaching health, economic, political, social or human consequences, just as the Client shall duly notify Diction of such potential consequences before the conclusion of the agreement. Diction’s liability for damages is at all times limited to an amount equal of the total fee. However, the maximum liability in all cases can maximum amount to DKK 3000.

7. Cancellation, termination, etc.

If the Service is significantly flawed, the Client is entitled to cancel the purchase. Diction, however, must be given the opportunity to remedy any deficiencies within a reasonable time. In the event of the Client’s cancellation, the Client is obligated to destroy all copies of the delivered Service. The Client must therefore either use the Service in its entirety or in part.

Diction is entitled to terminate the agreement, in its entirety or in part, or postpone completion of the agreement, if the Client goes into bankruptcy, liquidation or moratorium.

The Client gives consent to the commencement of work as soon as the Client has accepted Diction’s quote or order confirmation. If the Client is dealing primarily outside of their line of business, the Client has 14-days right to cancel the agreement, see the Danish Consumer Protection Act, Section 18. However, this right of cancellation no longer applies as soon as the translation or proofreading work has commenced. Business-owner Clients do not have the right of cancellation.

Diction is entitled, but not obligated, to accommodate the Client’s possible desire to cancel the agreement, in which case Diction can demand a Diction fixed flat-rate remuneration of work performed so far. In this case, Diction must deliver the part of the Service that Diction has completed up until the time of the Client’s cancellation of the agreement.

8. Confidentiality, etc.

All Diction’s translators are subject to a duty of confidentiality with respect to the translation and proofreading assignments they carry out. This also applies to freelance translators.

9. Intellectual property rights, etc.

The Client guarantees that the Client possesses all the necessary rights to the Material that must be translated. Diction must thus be held indemnified for any claim that may arise as a result of the Client’s failure to hold the necessary rights to the Material.

Diction or who Diction appoints here, grants access to make any reproduction of the Material to the extent that it is necessary for the proper completion of the assignment.

Diction retains copyright to any Service made by Diction or one of Diction’s appointed third parties unless otherwise agreed. The Client is obligated to comply with and respect the copyright authorship, including clear source acknowledgement.

10. Applicable law and place of jurisdiction

The relationship between the Client and Diction is subject to Danish law. Any case on matters covered by these terms and conditions shall be brought before the Court of Lyngby.

11. Other provisions

The Client is obligated not to directly contact Diction’s translators or associated freelance translators for the purpose of ordering translations or proofreading services that are not covered by a signed translation or proofing agreement with Diction. The obligation terminates 4 years after the end of the Client’s most recent translation or proofing agreement with Diction. Violation of this provision may result in liability for damages.