General Terms and Conditions - 1st July, 2018Valid from: 1st July, 2018
This GTC has been superseded by a new version on 1st March, 2019: General Terms and Conditions
Software Localization and Translation Services
General Terms and Conditions
The provisions of these GTC govern the legal relationship between TEK Localizations (official name: T.É.K. Műszaki Szolgáltató, Számítástechnikai és Kereskedelmi Korlátolt Felelősségű Társaság) as the contractor (hereinafter referred to as Provider), and the client (hereinafter referred to as Client) entering an individual contract (hereinafter referred to as Individual Contract) for the provision of translation/software localization services.
(Together, Client and Provider are referred to as Parties.)
1. General Terms
1.1. These General Terms and Conditions are valid together with the Individual Contract, concluded online or in a printed form by Client, and form an integral part thereof. In case the provisions in these GTC and the Individual Contract accepted by Client contain contradictory provisions, the provisions of the Individual Contract shall prevail. These GTC are completely public, and by concluding the Individual Contract, Client acknowledges that Provider has taken all reasonable measures to ensure that Client peruse the GTC before the establishment of the contractual relationship between the Parties.
1.2. The terms and conditions of data processing for the fulfillment of Individual Contracts are listed in our Data Protection Notice.
2. Rights and Obligations, Creation of Individual Contract
2.1. The creation of Individual Contract is subject to the prior written confirmation by Provider of Client’s written or verbal assignment. In case the assignment and the confirmation differ in content and terms, the confirmation shall be considered as new assignment, and the Individual Contract shall be concluded between the Parties after reaching an agreement on all relevant material issues regarding the assignment.
2.2. By concluding the Individual Contract, Client declares that it has perused and accepted these General Terms and Conditions and agrees with all points thereof—even if these General Terms and Conditions differ from the standard market practice.
2.3. Parties hereby agree that by creating an Individual Contract, Client shall, per the terms agreed between the Parties, provide the Provider with all the source materials and software to be translated. Provider assumes no responsibility for any consequential risks and damages, resulting in particular from late, incomplete or incorrect (or partially unreadable) delivery of said source material. Client hereby declares that Provider’s liability for consequences resulting from such incorrectness of the source material that would prevent or hinder the fulfilment of the assignment shall be expressly excluded.
2.4. The Parties hereby agree that the timely fulfilment of the assignment by the deadline specified is subject to the delivery of a complete, correct and legible copy of the source material pertaining to the Individual Contract to Provider, and in case Client fails to duly fulfil this condition in time, Provider’s fulfilment deadline shall be extended by the time required for the complete and due delivery of the source materials by Client.
2.5. In case Client’s details (e.g. the contact person or the contact details) change in any way, Client shall notify Provider of the change in writing (by way of traditional or electronic mail) within 8 (eight) calendar days of the change effective date. Client is liable for all damages resulting from Client’s failure to fulfil this obligation.
2.6. Client acknowledges that Provider is not liable for the format and content authenticity, genuineness, as well as validity and accuracy of the source material provided by Client subject to the Individual Contract.
2.7. In the event of a breakdown or other malfunction, Provider shall make every effort to remedy the issues within the shortest possible time. Provider shall not be liable for any delays and possible loss of data due to unforeseen events attributable to a third party (physical storage provider, electricity provider, Internet service provider), and other such damages that are due to causes beyond Provider’s control, and the Parties expressly exclude Provider’s liability in this respect.
2.8. Provider is entitled to use subcontractors or other contributors to fulfil Provider’s obligations under the Individual Contracts, and in respect of such subcontractors and contributors Provider bears full responsibility as if Provider had provided their services.
2.9. Provider hereby declares that it has the necessary expertise and technical equipment to perform the assignment, and warrants that it shall provide the assigned translation/software localization activities in the highest possible quality, but shall not assume liability for any inaccurate or incorrect information as provided by Client, nor for the errors of Provider’s IT systems and resulting damages thereof.
2.10. Client may file a complaint on the quality of the materials delivered by Provider within 5 (five) working days from the receipt of said materials by the Client.
2.11. Client is entitled to use the assignment, complete with Client’s name, as a reference, and Client also expressly agrees to such use with issuing the individual assignment.
2.12. Client warrants that it has the right to assign the contracted activities to Provider. In case a third party lodges a claim against Provider pertaining to the object of the assignment for violation of its copyrights or for any other reason, Client undertakes to hold the Provider harmless from any liabilities regarding such claims.
2.13. Client agrees that Provider is entitled to use the bilingual or multilingual databases compiled in the course of translation for the fulfilment of other assignments and for internal purposes.
2.14. Client shall promptly notify Provider in writing of any addition or modification of contents of the assignment, otherwise Provider shall not be liable for inadequate fulfilment regarding any such modifications. Client acknowledges that the completion deadline specified in the Individual Contract may be extended due to any such additions or modifications to the content of the assignment.
3. Payment of Fees
3.1. The service fee to be paid for Provider’s fulfilling of the assignment is payable under the terms of the Individual Contract, subject to the conditions and time limits specified therein.
3.2. Provider shall issue an invoice to Client for the service fee specified in the Individual Contract, which shall be paid by Client within the payment deadline indicated on the invoice through wire transfer to the bank account specified by Client.
3.3. In the event of overpayment or erroneous payment of an invoice by Client, Provider is entitled to deduct the surplus from, or offset it against, the next service fee or invoice due.
3.4. In case Client fails to comply with his payment obligations, Provider is entitled, with due notification of Client, to suspend ongoing translation/software localization activities, and terminate the Individual Contract with immediate effect. Such suspension of the services does not result in the cancelling of Client’s outstanding debts.
3.5. In the event of late payment, Client is obliged to pay the default interest specified in Act V of 2013 of Hungary (Civil Code). In case Client has requested a delay of the payment in writing prior to the delay and Provider approved, Provider shall not charge a late payment interest for a period of 30 (thirty) days.
3.6. Client acknowledges that, in case the invoice payer is not Client and the invoice payer renounces its obligation to pay the invoice under the terms of the Individual Contract, whereas Client does not cancel the Individual Contract at the very same time, then Provider shall automatically consider Client the invoice payer from the day the original invoice payer renounced its payment obligation, and from that given date Client is obliged to pay the service fees. Client shall not be liable for any damages incurred by Client in connection with the original invoice payer’s any declarations regarding its renouncing its obligations to pay the invoices.
3.7. Client acknowledges that in case the invoice payer is not Client, and the invoice payer fails to fulfil its payment obligations by the payment date indicated on the invoice issued, Provider is entitled to claim the service fee from the Client.
4. Termination of the Individual Contract
4.1. The Parties agree that, in view of the nature of the Individual Contract as a fixed due date service contract, neither Party shall be entitled to terminate the Individual Contract by ordinary termination. The Parties agree, however, that in case either Party is in material breach of any of its essential obligations under the Individual Contract, and fails to rectify such breach and/or its consequences within 3 (three) calendar days following the other Party’s written notice, the other Party shall have the right to terminate the Individual Contract in writing by way of duly justified extraordinary termination, and to claim compensation for any damages incurred as a result of the breach.
5. Miscellaneous Provisions
5.1. Provider explicitly excludes liability for delays due to force majeure (e.g. natural disasters, fire, flood, rulings by authorities, states of emergency, riots, civil war, war, strikes or similar instances of work stoppage). In case the total time of the delay due to force majeure exceeds two months if non-contiguous, or 30 (thirty) calendar days if contiguous, either Party has the right to terminate the Individual Contract with immediate effect. The invoices issued for services already rendered shall be paid for even in the case of events of force majeure.
5.2. Provider is entitled to unilaterally amend the provisions of these GTC by publishing the new version, together with the old version, 15 (fifteen) days prior to the amendments’ taking effect. The invalidity of any of the provisions contained in these GTC does not affect the applicability of the other provisions. Information on the current version of the GTC is available at entry into force https://www.tekloc.net/en/company/gtc.
5.3. The provisions of these GTC apply to all Clients who have concluded an Individual Contract with Provider wherein there is a reference to these GTC.
5.4. The Parties agree that in the event either Party is terminated with a successor, the rights and obligations deriving from the Individual Contract, and the GTC shall be borne by the successor with unmodified terms.
5.5. These GTC shall remain in effect as long as any Individual Contract is in effect.
5.6. The Parties declare that they will cooperate between themselves, provide each other with all necessary information, and, in the event of any dispute, primarily seek a peaceful solution.
5.7. By concluding the Individual Contract, Client declares that the person acting on its behalf has the power to represent Client, both for rights and obligations, in concluding the Individual Contract with Provider, and Client therefore shall not have the right to be exempt from the payment of service fee on the grounds of a claim of lack or abuse of representation rights.
5.8. Provider only records and processes such personal data that Client (the Company) voluntarily shares with Provider as part of the assignment, or that the recording, processing and transmitting thereof Client expressly consented to. The consent to the recording, processing and transmitting of personal data by Provider shall be considered as consent given in writing. More information on the processing of personal data is available in our Data Protection Notice.
5.9. It is the responsibility of the data subject to ensure the validity of the information they provide to the Provider.
5.10. Provider processes and uses Client’s personal data and the contents of the documents provided by Client solely for the purpose of maintaining contact with Client and to issue invoices, as well as for the fulfilment of the terms of the Individual Contract.
5.11. Provider does not process the data and information provided by Client, or share these with third parties, in any way beyond what is allowed by the statutory limits or Client’s consent, except in case such processing, use or transfer of the data is required by the law, by any authority, or by a court order.
5.12. Issues not covered by these GTC shall be governed by the provisions of the Hungarian Civil Code.
5.13. In case of any dispute relating to the Individual Contracts or to the invalidity of these GTC or part thereof, the laws of Hungary shall prevail.