A Pro Translation Scandinavia AB (below even called Apro Translation)
Client Terms and Conditions
These terms and conditions (“terms”) constitute a legally binding agreement between you ("client") and its translation and any other services provided by A Pro Translation Scandinavia AB (below even called Apro Translation) ("services").
These terms, together with any order (as defined below) that has been accepted by Apro Translation, constitute the whole agreement between the parties, except where the parties have otherwise specifically agreed in writing.
For the purposes of these terms, the following words and expressions shall bear the meanings shown:
A “client” is understood to be any person or legal person who instructs Apro Translation to carry out any translation service(s).
“client material(s)” means any document or other materials, whether in the form of hard copies, faxes or electronic or other files that the client transmits or otherwise provides to Apro Translation, using the website or other means of communication, that are intended to be the subject of services hereunder.
“order” means each order or formal request by the client for the provision of services by Apro Translation.
“translation(s)” means the client material(s) as translated by Apro Translation into the language(s) specified by the client.
B. Quotation, Order and Agreement
The charge for translation(s) is
based on word-count, language(s) or language
combinations, industry field, response time, whether the
client also requests a proof reading and/or other service(s)
requested. The word-count shall be determined by
Apro Translation, and such determination shall be final and
All prices and rates quoted are subject to change without notice prior to formal acceptance by Apro Translation of any order. Apro Translation reserves the right to charge for additional services requested by the client after an order has been accepted.
When responding to the client’s request for a translation and/or service, Apro Translation will provide a quote, estimate or fee rate to the client, or otherwise refer to the basis of charges previously agreed with or notified to the client. By accepting the quote, estimate or fee rate, the client accepts these terms and authorizes Apro Translation to proceed with translation of the client material(s).
C. Delivery time and Deadlines
Times for expected receipt of the
translation(s) are displayed at the time of order.
Apro Translation will use reasonable endeavours to meet these deadlines but does not accept liability for any delay in delivery. Apro Translation reserves the right to amend the delivery date and will make all reasonable efforts to contact the client if there is any change in the specified delivery date.
D. Translation and
Apro Translation will not accept
any responsibility if the service selected/ordered does not
meet the specific requirements of the client (e.q. lack of
Apro Translation warrants that translation(s) will meet reasonable commercial standards for translation by a bilingual translator with reasonable skill in translating the concepts and terminology of industry specific text with, if such service forms part of the order, a proofreading by a second translator.
It is understood that translation(s) will not form the substance of any legal agreement without prior review by a competent professional in the country of intended use. Apro Translation will not be liable to correct any errors or omissions that were inherent in the original client material(s) and which may or may not affect the quality of the translation(s).
Apro Translation reserves the right to refuse to translate any client material(s) that is/are of an offensive nature, defamatory, obscene, in breach of any statutory or regulatory obligation, or is/are otherwise considered inappropriate by Apro Translation, in its sole discretion.
Payment is due 20 days from the
date of invoice, if no other payment terms are agreed on in writing
by both parties.
Payment must be in the currency stated in the relevant invoice.
If the client fails to pay Apro Translation any sum when due pursuant to these terms, the order or otherwise, Apro Translation reserves the right to cancel any discount previously agreed with or offered to the client. Also, the client will be liable to pay interest to Apro Translation on such sum from the due
date for payment at the annual rate of 2% above the base lending rate from time to time of the bank that Apro Translation uses, accruing on a daily basis until full payment is made, whether before or after any judgement. Apro Translation reserves the right to claim interest under laws or regulations applicable in the country where the client is located. If any such sum remains unpaid on the due date, all other outstanding sums payable by the client shall become due and payable immediately.
F. Modification, Return or Cancellation
The client has 3 working days from receipt of the final translation(s) to inform Apro Translation of any errors or omissions contained in the translation(s). Apro Translation will make the necessary corrections
free of charge and within a period which shall equal the period stated for the original order.
If a client wishes to cancel an order not yet delivered this should be done in writing to the clients contact at Apro Translation. Apro Translation will charge the client for part of the service, should the cancellation occur after significant work, determined solely by Apro Translation.
G. Client Warranties, Apro Translation Warranties and Confidentiality
i. The client represents and warrants that it owns or is license of or is otherwise lawfully entitled to possess, use, reproduce and translate the client material(s) and all components thereof, and that translation of the client material(s) and publication, distribution, sales or other use of the translation(s) shall not infringe upon any copyright, trademark, patent or other right of any third party.
ii. The client represents, warrants and undertakes that client material(s) provided to Apro Translation is/are of good quality and free of errors or spelling mistakes.
All right, title and interest in and to the client material(s) and, except as hereunder provided, the translation(s), and any and all copyright, know-how, and trade secrets therein are and shall remain the sole and exclusive property of the client provided that the translation(s) and copyright, know-how and trade secrets therein shall remain the property (but not the risk) of Apro Translation until Apro Translation shall have been paid in full for such translation(s).
The nature of the work performed and any information transmitted to Apro Translation by the client shall be confidential. Apro Translation shall not without the prior consent of the client, divulge or otherwise disclose such information to any person other than authorized employees or sub-contractors of Apro
Translation and shall procure that persons are themselves bound by equivalent confidentiality obligations. The provisions of this clause shall not apply to the extent Apro Translation is required by law, regulation or court order to divulge such information or to the extent such information is or becomes a matter of public knowledge other than by disclosure by Apro Translation.
In the event that the client breaches these terms, Apro Translation shall have the right to terminate immediately, whereupon the client shall pay the full purchase price provided hereunder for the services completed and for all work in progress.
In the event that Apro Translation breaches these terms, the client shall have the right to terminate whereupon Apro Translation shall return to the client all client material(s) and data supplied by the client together with all translation(s) that exist as of the date of termination.
H. Liablility and Indemnification
Nothing in these terms excludes the liability of either party for death or personal injury caused by such party’s negligence or for fraud or fraudulent misrepresentation.
The Client shall indemnify, defend and hold harmless Apro Translation, its owners, directors, officers, employees, representatives, agents, successors and assigns from and against any and all losses, damages, costs and expenses, including reasonable legal fees, resulting from, arising out of or incidental to any claim, action or demand based on (i) the performance of these terms by either party, (ii) the client's breach of the covenants, representations and warranties made by it herein, (iii) the manufacture, advertisement, promotion, sale or distribution of any items by the client, (iv) any taxes and duties,
levies, tariffs or like fees that may be imposed by any government or regulatory authority upon manufacture, advertisement, promotion, use, import, licensing or distribution of items by the client, or (v) any claim that any element of the translation(s) infringes any copyright, trademark, patent or other proprietary right.
Apro Translation may terminate the rights of the client under these terms or under any other agreement between Apro Translation and the client without cause at any time and with immediate effect.
Apro Translation shall have no liability to the client or be deemed in breach of these terms or any order by reason of any delay due to any cause beyond Apro Translation’s reasonable control.
Neither party shall be liable for loss of profits, business, anticipated savings and for loss or corruption of data or information. Furthermore, neither party shall be liable for any special loss, any indirect loss, any consequential loss, for depletion of goodwill or similar losses or for any pure economic loss, costs, damages, charges or expenses.
Each party’s total aggregate liability in contract, tort (including without limitation negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the services or these terms shall be limited to an amount equal to the amount actually paid by the client to Apro Translation pursuant to the order in respect of which the claim arose.
All disclaimers, indemnities, exclusions, limitations and confidentiality obligations in these terms shall survive termination for any reason.
If any part of these terms is held to be unlawful, invalid or unenforceable, that part shall be deemed severed and the validity and enforceability of the remaining provisions of these terms shall not be affected.
Apro Translation may modify these terms at any time and such modification shall take effect from the date that the modified terms are available for viewing on the Apro Translation website or are otherwise communicated.
These terms and any order are to be governed by and construed in accordance with Swedish law. The client and Apro Translation hereby submit to the non-exclusive jurisdiction of the Swedish courts.
© A Pro Translation Scandinavia AB, April 2011