General Terms and Conditions

1. The personal scope of the General Terms and Conditions (“GTC”) and the object of the engagement

1.1 The personal scope of the General Terms and Conditions (“GTC”) will extend to, on the part of the Contractor, espell translation and localization private company limited by shares. (Hereinafter: espell).

1.2 The General Terms and Conditions regulate the engagement between the Parties for the provision of translation, proofreading, localization, adaptation of advertisements, interpretation, desktop publishing, project management and other related professional and technical services.

1.3 The Client and espell (hereinafter: Contractor) agree that the Contractor will render one or more of the services listed below to the Client on the basis of the Client's engagement.

Primary services:

• Translation with proofreading: the translation of the source language text, audio or video material, web-based content or other language content made available by the Client to the Contractor on an electronic medium (CD, DVD, flash drive, etc.), sent electronically (by e-mail, FTP or server access), by fax or printed on paper (hereinafter: source material) into the specified target language(s), the checking and correction of the translation on the basis of a comparison with the source material and, finally, making the finalized translation available to the Client in the format requested by the Client (electronically or printed on paper) (hereinafter: translation).
• Proofreading only: the checking and correction of a text already translated into a target language, on the basis of a comparison with the source material and making the proofread translation available to the Client in the format specified by the Client (hereinafter: proofreading).
• Interpreting: The provision of simultaneous, consecutive or escort interpretation services through one or more interpreters at one or more locations specified by the Client (hereinafter: interpreting).

Translation will always include proofreading, except when the Client and the Contractor specifically agree that the translated material will not be proofread (for instance, when there is insufficient time).

Supplementary services:

• Transcription: if the Client orders the translation of audio materials or the sound track of video materials and does not provide the transcript of these, the Contractor will have them transcribed before translation.
• Formatting and desktop publishing: The Client may engage the Contractor to complete the editing, formatting, graphic and pre-printing tasks related to the translated document(s) to prepare them in the format it/they will be used in (for instance, presentations, electronic or printed publications).
• Software engineering: the completion of the pre- and post-processing tasks necessary for the translation/localization of software, websites and electronic texts in a special format. These services are provided by one or more suitably qualified computer and language professionals.
• Multi-language project management: the organization of a multi-member team for translation and localization projects into several languages in parallel (20–40 languages, if requested) and the coordination of the team’s work. Such services are provided by suitably trained project managers.
• Conference technology: the provision of interpreting equipment, projectors, lighting and audio systems, decorations, computers etc. to the Client for conferences and similar events.

The Contractor may also provide additional supplementary services if requested by the Client (such as terminology or translation database building, language testing, and language quality assurance).

Complex services:

• Localization: the provision of additional required services related to the single-language or multi-language localization of user interfaces of computer software, help systems, websites and complex documentation. Such additional services include the adaptation of the material to the target language, file conversions, the treatment of special formats with regard to the features of particular languages, compiling and testing. The Contractor generally provides software engineering and multi-language project management services as supplementary services to localization.
• Adapting: In addition to translation, the Contractor may be engaged to adapt the translated material (such as advertisements or marketing materials) to the target language or cultural environment. This may involve preparing several versions and discussing them with the Client.

The Client either specifically orders the abovementioned services (see Section 2 “Orders” for details) or is informed by the Contractor in the offer that certain (typically supplementary) services will be necessary for the translation or the localization (See Section 3 “Offer” for details). Through the offer, the Client is also informed of the costs of these services, if any.

1.4 The Client acknowledges that under the effective Hungarian regulations the Contractor is not authorized to prepare authentic translations, authenticate translations or prepare authentic foreign-language copies of documents. Such services, unless otherwise provided by law, may only be provided by the National Translation and Authentication Agency; the Contractor, therefore, may only provide such services in certain cases when it is permitted to do so by law. The Contractor hereby agrees that it will complete the translation assignment with the maximum degree of diligence and expertise and it will meet the agreed deadline.

2. Orders

2.1 The form of orders

2.1.1 The Client may submit its orders by filling out all the items on the order form used by the Contractor for this purpose (“Order Form”); the Order Form must also be signed by an authorized representative. The Contractor will send the Order Form as an e-mail attachment or by fax to the Client at the Client's request. The Client will be required to deliver the completed and signed Order Form to the Contractor by fax, regular mail or in person. The Client will send the source material (or the source material and the target language version to be compared) to the Contractor electronically. If it is not possible to send the material to the Contractor electronically, the Client may deliver it or have it delivered to the Contractor's office on paper for translation/proofreading. The Client acknowledges that its order will only be valid if it provides a fully completed Order Form that is properly submitted and, in the case of businesses, signed by an authorized signatory.

If the Client has its own electronic ordering or purchasing system, the Client and the Contractor may agree to use the document issued by the Client's system as equivalent to the Order Form to avoid unnecessary administration. In general, the Contractor will make such agreements available to Clients that make regular orders and tend to order services in significant volumes.

2.1.2 If the net value of the engagement does not exceed EUR 1000, the Contractor may, at its own discretion, accept an order sent by e-mail from the domain of the Client if the e-mail specifies a name and phone number. If the net value exceeds EUR 1000, the Contractor will require an order that shows a specific reference to an offer, that is signed by an authorized signatory, and that is delivered by fax or courier service. The Contractor will only accept orders of a net value over EUR 4000 if the parties conclude a separate and written Engagement Contract on the assignment.

2.2 Receiving the material to be translated

2.2.1 The Contractor will provide its binding offer after it has received the full source material to be translated, proofread, localized or adapted, and after it has been informed of the additional conditions of the assignment (format of delivery, the translation of captions, supplementary services, deadline, professional requirements, etc.). If the source material is not available in its entirety at the time an offer is requested, the Contractor will make a non-binding offer on the basis of a sample of at least 25% of the full material (the sample should be representative in terms of subject matter, content and form). The Contractor will give its final, binding offer when it has received the full material and is informed of all the conditions of the assignment.

2.2.2 The Client will be responsible for delivering the source material to the Contractor. The delivery will be made either electronically (on electronic media, by e-mail or through an FTP or a server access) or in printed form. The Contractor will not make a binding offer for services with respect to materials it has not received, or materials not guaranteed to be available (such as web pages) or that are subject to change.

2.2.3 Within its own organization, the Client will be responsible for defining and checking the authorization to submit orders. The Contractor will not examine whether the person making the order is actually authorized by the Client to make an order. When the order has been confirmed and the translation, proofreading or other services have been provided (either fully or partially) by the Contractor, the Client will not be entitled to avoid the payment of or to reduce the contractor’s fee by claiming that the person signing the Order Form lacked the authority to sign the Order Form or went beyond his/her authority by signing the form.

2.2.4 Any subsequent orders made by the Client will only be valid if the Client has no outstanding liabilities towards the Contractor on any legal ground.

2.2.5 The Client acknowledges that by signing the Order Form it will allow the Contractor to use the work performed on the basis of the Client’s order as a reference to a third party by indicating the name of the Client and the object of the engagement (e.g. Client’s name – translation of the annual report into English).

2.2.6 The Client acknowledges that the Contractor will only provide specialist translator services as defined by Ministerial Council Decree 24/1986 (26 June) on specialist translations and interpretation if it is specifically engaged to provide such services. Also, the Contractor will only make arrangements for licensed interpreters as defined in the same Decree when specifically instructed by the Client.

3. The offer

3.1 The contents of the offer

3.1.1 The offer, as made after the Contractor has received the entire source material and all issues related to the engagement have been clarified, will include the following:

• The project (job) number assigned to the engagement and the specification of the source material or the service(s)
• the list of necessary services and tasks (e.g. translation, proofreading, glossary comparison, file conversion, formatting)
• the format of the source material at receipt and at delivery (or the location, in the case of interpreting)
• the deadline (the time of interpreting, in the case of interpreting services)
• the offered price
• the validity period of the offer
• the method of invoicing and payment
• any other conditions of the engagement.

3.1.2 If the Client only specifies a day as the deadline for submission in the order, the deadline will be midnight on the day specified in the order.

3.1.3 The offer will only apply to the material already received and to the terms of the engagement on which the offer is based. If the Client makes any changes affecting the content and/or quantity of the material after the offer is made, the changes will be subject to a new offer and engagement. The deadlines and other conditions of the engagement may differ from the conditions in the original offer.

3.1.4 The Contractor will not submit materials before the agreed deadline that are incomplete or that have not yet been proofread or checked. As consistency and coherence of the terminology, language and form of the translated texts may only be ensured through the translation, proofreading, editing and formatting of the entire material, the Contractor will deliver the complete material by the agreed deadline.

3.2 Factors influencing the Contractor’s fee

3.2.1 Since computer-aided translation and terminology tools providing consistency and quality may only be used with a limited number of file formats, and, due to the various lengths of the translations, the format of documents with complex formatting is often corrupted, the Contractor may perform labor-intensive pre-processing and post-processing work on the source materials of the following formats to ensure appropriate language quality and to preserve the formatting:

• Materials in a non-digital format (such as printed texts or texts captured by a scanner), where conversion into a digital format by way of optical character recognition and re-formatted is required
• Materials received in a format other than MS Word, RTF or TXT (e.g. PDF, HTML, XML, Excel, PowerPoint, FrameMaker, InDesign or QuarkXpress), where file conversion and pre- and post-formatting is required
• MS Word files with wrong formatting (for instance, with line or paragraph breaks at the end of each line, or an MS Word file saved from an HTML format with a large number of formatting characters), where pre- and post-formatting is required
• Word files containing extensive special formatting, a large number of tables, text boxes, figures, captions and graphs, where labor-intensive post-formatting is required
• MS Word files with track changes (if these changes need to be translated and then inserted in an earlier translation), where additional work is required as the texts to be translated need to be captured from the source material and then re-inserted.

The Contractor will charge an extra fee for these additional services, which will be specified in the offer (for example, as a percentage of the contractor’s fee).

3.2.2 With regard to the clause above, the key factors influencing the costs of the contractor's work are the following:

• the format of the source material
• the requested format of the material to be delivered
• formatting, conversion and desktop publishing-related work, if necessary
• the deadline for delivery
• proofreading from a professional aspect, and language editing, if requested
• the language pair(s).

3.2.3 If the material submitted to the Contractor has not been translated by the Contractor, the Contractor will only make an offer for the proofreading services when it has seen the full text to be proofread. In this case, the fee for proofreading will be determined in proportion to the number of corrections that need to be made. If the proportion of the necessary corrections exceeds 25%, the proofread text will qualify as a new translation of the text and the services will be invoiced at the price of a full translation.

3.2.4 The minimum length of projects undertaken by the Contractor, if no file conversion is needed, is 300 source-language words. The Contractor and the Client may agree on a different minimum length in their framework agreement, or the Contractor may accept individual orders of shorter texts at its own discretion. If the text to be translated or proofread is shorter than the minimum length specified above, the Contractor will charge the Client the fee for the minimum length.

3.3 The validity period of the offer

3.3.1 The offers (including binding and non-binding offers if the engagement contract is not yet concluded on the basis of the offer) made by the Contractor will be valid for a period of 15 calendar days from the day they are issued.

4. Delivery

4.1 The Contractor’s translation activities either produce an exact translation or a translation that is an original work. The latter qualifies as a copyrighted work if the statutory conditions are met. When the contractor’s fee for the translation is paid, the Contractor will automatically grant a license to the Client to use the work protected by copyright. The license will be granted free of charge and no time or territorial restrictions or other limitations regarding the method or the extent of use will apply. The Client will be entitled to sublicense the work and to create derivative works from it. If the Contractor does not qualify as the author of the translation protected under copyright law, it will warrant to the Client that it has the right to grant the license of use specified above to the Client.

4.2 The Contractor will deliver the translation or the proofreading service in good quality and in a form suitable for the purpose specified by the Client in the order (if specified). In the interest of providing a service of a high standard, the Contractor may ask the Client to discuss the translation of certain terminology with the Contractor (such as company-specific names, abbreviations, specialist terminology) and the Contractor may also ask the Client to approve the translation of such terms and expressions. The Contractor will only able to guarantee the delivery of the translation in a high quality and by the agreed deadline if the Client sends the Contractor the approved translation of the specified expressions within a reasonable time that allows the deadline to be met.

4.3 The Contractor will deliver to the Client the completed material in a form specified by the Client, that is, in printed form or in electronic form (i.e. by e-mail). Large materials will be delivered on electronic media (such as CD or DVD) or they will be made available on the Contractor’s secure FTP server or web-based file management system (downloadable by the Client only). If the Client has its own online translation support or project management system, and the translation must be prepared in or uploaded to such a system, the translation will be considered delivered when the translation is completed or uploaded (as confirmed by the system). If the material must be delivered in a form printed on paper or on electronic media, the delivery costs will be borne by the Contractor if the destination is within the administrative boundaries of Budapest. If the material must be delivered outside of Budapest, the costs of delivery will be borne by the Client.

4.4 The Client acknowledges that the delivery of the text to be translated or proofread, or the delivery of the translated or proofread text as an unencrypted e-mail attachment does not guarantee the confidentiality of the text or the preservation of its integrity. It is recommended that confidential texts be sent encrypted; they will be sent in an encrypted form if the parties specifically agree to do so. The Client will send and receive materials by e-mail at its own risk. The Contractor will not be responsible for any damage arising out of sending and receiving materials by e-mail.

4.5 On the basis of the Client’s instructions, the Contractor will either destroy/delete the texts it has received at the same time that it sends the Client the translated or proofread text, or it will retain them for a period of one (1) year.

5. The calculation of the contractor’s fee

5.1 The basis for calculating the contractor’s fee in the case of translation and localization, and supplementary services:

5.1.1 Unless otherwise specified in the Contractor’s offer, the contractor’s fee will be calculated on the basis of the number of words in the material to be translated (source-language word count).

5.1.2 In the case of large projects or those requiring more complex operations, instead of a word count-based price, the Contractor may offer a fixed price for the project set after examining the characteristics of the assignment or apply different pricing methods for the necessary supplementary services (for instance, an hourly rate for technical or testing fees, a per-page rate for desktop publishing services or a fee defined as a percentage of the word count-based fee).

5.2 The calculation of the contractor's fee for interpreting services

5.2.1 For the purpose of calculating the fee, the interpretation time will start when the interpreter arrives at the location and will end at his/her departure. A half-day fee will be applied by the Contractor if the interpreter is required to be available for less than 4 hours per day; A full day’s fee will be applied by the Contractor if the interpreter is required to be available for more than 4 hours but less than 8 hours per day. An additional hourly fee will be applied by the Contractor for each hour exceeding 8 hours per day (any fraction of an hour will be considered a full hour); the additional fee will be equal to 1.5 times the hourly fee calculated from the regular daily fee.

5.2.2 In the case of simultaneous interpretation exceeding thirty minutes a day or consecutive interpretation exceeding three hours a day, the interpretation service will be provided by two interpreters.

5.2.3 If the interpretation service is provided outside of Budapest (in Hungary or abroad), the unit for calculating the fee will be one day; in all other cases, the unit for calculating the fee will be half a day.

5.3 Cancelled orders

5.3.1 If the Client cancels the whole or any part of a service ordered (except for interpretation services) before the Contractor begins providing the service, a cancellation fee is required equal to 10% of the contractor’s fee that would have been paid on the cancelled service or part of service.

If the ordered service is cancelled after the Contractor begins providing the service, a cancellation fee is required equal to 50% of the contractor’s fee, even if it does not require delivery of the work that was done before cancellation. If more than half of the work originally ordered has been delivered to the Client, the Client is required to pay the Contractor a contractor's fee in proportion of the amount of the delivered work.

5.3.2 In the case of interpretation services, if the Client cancels its order less than 24 hours before the scheduled time for the interpreting service, it is required to pay 100% of the contractor’s fee. If an order for interpreting services is cancelled between 24 and 48 hours before the scheduled time of the interpreting, 50% of the contractor’s fee will be invoiced by the Contractor. The Client will also have to pay the Contractor a fee for the work performed before the order is cancelled.

6. Payment terms

6.1 The Client will pay the contractor’s fee to the Contractor within 8 calendar days in the case of a Client resident/established in Hungary and within 16 days in the case of a Client resident/established abroad (from the day the Client receives a properly issued invoice). The contractor’s fee will be paid by bank transfer to the bank account of the Contractor shown on the invoice. By agreement, the Parties may specify a different deadline for payment.

6.2 If the Client is late in making a payment, it will be required to pay the Contractor late-payment interest amounting to double the base rate of the Central Bank of Hungary. The base rate is published on the Central Bank's official website (www.mnb.hu). The late-payment interest will be accrued from the day the Client is in delay.

7. Quality-related issues and complaints

7.1 The Client may deliver the source material to the Contractor by way of e-mail, FTP, server access, electronic media, fax, courier or in person. The Client acknowledges that the material may be damaged during delivery, and as a result it may become difficult to read. Also, if the Client provides the source material through server or online access, the Client acknowledges that there may be temporary interruptions in the service and this may result in delays. The Client will bear the related risk. The Client will send the source material (or will make it available online) to the Contractor at the same time that it makes the order. The source material will be delivered by a method chosen by the Client and at the Client’s cost. All risks related to the delivery of the source material will be borne by the Client, including but not limited to the risks related to late delivery, loss, damage and destruction.

7.2 When the Contractor receives the source material (or the background/preparation material for interpreting services) from the Client, the Contractor will notify the Client in writing (by fax or other verifiable means) without delay if, due to the late delivery (accessibility) of the source or background/preparation material, it is possible that the deadline for delivering the service will not be met or if, due to the material's inaccessibility or illegibility, it needs to be re-sent or made accessible again.

7.3 If the source/preparation material is illegible or it is not accessible/its accessibility is limited, or if the material contains incomprehensible parts, the Client will be obliged to deliver to the Contractor a legible copy or a full and comprehensible version of the source/preparation material without delay, or provide access to it once more.

7.4 In the case specified in section 7.3, if the delay incurs the risk that the work will not be completed by the required deadline and the Parties do not agree on a new deadline, the Client may cancel the engagement by notifying the Contractor in writing (by fax or other verifiable means) within one hour from receiving the notification specified in Section 7.3. In this case, the provisions of section 5.3 will apply.

7.5 If the Client does not exercise its right to cancel the order, the Parties will be required to set a new deadline by agreement, which the Contractor will be obliged to confirm by e-mail or fax. The order will be considered accepted when confirmed by the Contractor.

7.6 If the parties fail to agree on a new deadline or if a complete/legible version of the source/preparation material is not delivered to the Contractor, the consequences of cancelling an order as specified in section 5.3 will apply, even if the Client has not formally cancelled the order.

7.7 The Client warrants that it is entitled to engage the Contractor for the activities specified in the engagement without any restrictions. Should a third party raise a claim against the Contractor for copyright infringement or on any other ground, the Client agrees to indemnify the Contractor against all such claims. If legal action is taken against the Contractor in connection with the translation of a material allegedly infringing copyright, the Client agrees to join the lawsuit at the Contractor’s request and on the Contractor’s side, and to assist the Contractor in any way possible.

7.8 The Client will be entitled to submit complaints regarding the quality of the translated/proofread/localized materials within 5 business days of receipt of the material in question. The Client is obliged to itemize the translation and technical errors or deficiencies and the types of the errors as specifically as possible. The Contractor will then confirm the deadline for correcting the errors (on the basis of the actual time required for correction) and will make the necessary corrections by this deadline. If the total length of text affected by the errors is less than 4000 words, the deadline for corrections will be 2 business days in the case of translations with regular deadlines, 1 business day in the case of express translations, and 10 hours in the case of priority translations. If corrections are required in a text that is longer than 4000 words, the deadline will be extended by 1 day after each 4000-word part needing correction. If this deadline is not met, or the corrected text still qualifies as defective performance, the Client may cancel the engagement and will be required to pay 50% of the contractor’s fee. All claims enforced against the Contractor for translation errors that are caused by errors, deficiencies or unclear wording in the source material are excluded. The Client may only invoke defective performance by the Contractor if there are glaring language, grammatical and/or technical errors in the delivered material.

7.9 If no preparation material is made available by the Client for the interpreting services, or if the material is provided too late (in the light of the quantity of material that must be studied prior to interpreting), the Contractor will not be responsible for the errors in the interpretation caused by the lack of or the late delivery of preparation material.

7.10 The Client may only make a claim for damages against the Contractor due to inadequate translation, proofreading or localization quality if the Client has requested corrections under section 7.8 but this has produced no satisfactory result. The Contractor will only pay compensation for verified damage and losses up to 50% of the value of the engagement (the compensation may not exceed EUR 350 in any case).

8. Confidentiality, no solicitation

8.1 The Contracting Parties shall treat as business secrets all facts related to the existence and content of source and additional documents made available to the Contractor, the amount of fee to be paid under the engagement, and all facts, data, information and know-how related to the espell translation agency group’s operation and project management procedures. The Client and the Contractor state that they shall take all measures required within their own organizations to protect the confidentiality of their own business secrets.

8.2 The Contractor and the Client are obliged to keep all business secrets obtained; in particular, they will not use them beyond the scope of the engagement or for a purpose other than the purposes of the engagement, and will not disclose them or make them accessible to the public or a third party without permission.

8.3 After the termination of the engagement, the Client and the Contractor will continue to be bound by the confidentiality obligation specified herein. The Parties may waive the confidentiality obligation in advance in writing concerning a precisely specified scope of protected data and information.

8.4 The Client will not contact the employees or the contractual partners of the Contractor used for delivery (translators, proofreaders, DTP experts, project managers, software engineers, etc.) without first contacting the Contractor for the purpose of offering them work that is in the scope of the GTC (including in particular translation, proofreading and localization, and related supplementary or intermediary services). These persons may only be contracted for work by the Client through the procedure regulated by the GTC. If the Client breaches this obligation, in addition to damages, it shall be obliged to pay the Contractor the amount it would have been obliged to pay if the same order had been made to the Contractor.

9. Scope, legal disputes, miscellaneous provisions and governing law

9.1 The scope of these General Terms and Conditions will extend to all engagements between the parties for the provision of translation, interpreting, localization, advertisement adaptation, desktop publishing, project management, and related technical/professional and supplementary services. The parties may adopt rules in a written form that are different from those of the GCT; in this case, the agreement of the Parties will supersede the affected rules of the GTC. Any issues not regulated herein will be governed by the laws of the Republic of Hungary and by the provisions of the Hungarian Civil Code in particular.

9.2 The parties will at all times attempt to settle their disputes amicably.
If such attempts fail, they will request the Association of Professional Translation Service Providers (Professzionális Fordításszolgáltatók Egyesülete) to mediate and to evaluate the quality of the service provided. The costs of the impartial committee appointed by the Association shall be borne by the party the conduct of which is the reason for appointing the committee.

9.3 If the issue is not resolved as a result of the procedure specified in section 9.2, the parties agree that either the Central District Court of Pest (Pesti Központi Kerületi Bíróság) or the Metropolitan Court of Budapest (Fõvárosi Bíróság) will have exclusive competence to hear the case (depending on the litigated amount).

Budapest, 30 September 2012