1.1. These General Terms and Conditions (“GTC”) contain the terms and conditions for the use of services provided by espell translation and localization ltd. (registered office: Budapest, H-1068 Budapest, Varosligeti fasor 24.; tax number: 24100041-2-42) as a service provider (“Service Provider”).

1.2. espell is entitled to amend the GTC unilaterally, in writing, with prior notice to contractual partners.

1.3. In the event of any discrepancy between the provisions of the GTC and the provisions of the specific service contract concluded with the Client, the provisions of the specific contract shall prevail.

2.1. Translation (specialized translation, transcreation, copywriting): the conversion of the source-language text, audio material, video material, web content, other linguistic content or marketing brief (hereinafter: “source material”) provided by the Client to the Service Provider by electronic means (via email, server access, etc.) or as specified in the individual order into the target language(s) specified by the Client (hereinafter: “translation”).

2.2. Revision: checking of the text translated into the target language according to criteria agreed with the Client (expert revision, linguistic revision, proofreading) (hereinafter: “revision”).

2.3. Interpreting: the provision of interpreter(s) at the location(s) specified by the Client for the performance of consecutive, simultaneous or liaison interpreting services by the Service Provider (hereinafter referred to as “interpreting”).

2.4. Machine translation: an automated translation procedure where the source-language text is translated into the target language with the use of IT tools and computer software.

2.5. Post-editing: the process of editing and improving the result of machine translation.

2.6 Multimedia localization: services related to the multilingualization of audio and video content (transcription, subtitling, voice-over, dubbing, video editing).

2.7. Formatting, publication editing: editing, formatting, graphic design and pre-press work necessary to produce the format in which the translated document(s) will be used (e.g. a projectable presentation or an electronic or print publication).

2.8. Language engineering: carrying out pre- and post-processing operations required for the translation and localization of software, websites, texts in specialized computerized formats, with suitably qualified IT linguist(s).

2.9. Multilingual project management: the assembly and coordination of a team of many participants by appropriately qualified project manager(s) for simultaneous translation and localization work in several (up to 20 to 40) languages.

2.10. Provision of conference equipment: supplying interpreting, projection, sound and lighting equipment, as well as decoration, computer infrastructure, etc. for events at the Client’s request.

2.11. Software localization: when localizing computer programs, help databases, websites, complex documentation in monolingual or multilingual versions, the Service Provider shall, at the Client’s request, perform other tasks in addition to translation, such as target-language adaptation, file conversion, language-dependent handling of special formats, compilation, testing, etc.

2.12. Adaptation: at the Client’s request, the Service Provider may, in addition to translation, carry out the cultural adaptation of the translated text (e.g. advertising or marketing text) into the target language, which may require the preparation of several versions and discussions with the Client.

2.13. Depending on the specific needs, the Client may also order other additional services (e.g. building terminology or translation databases, linguistic testing or linguistic quality assurance).

3.1. The services listed above are either expressly ordered by the Client (see The order) or - typically in the case of additional services - are deemed necessary by the Service Provider for the performance of the translation or localization and are described in its quote (see The quote) together with their potential costs.

3.2. The Client is aware that the Service Provider is only entitled to provide certified translation and translation certification services as specified by law. The Service Provider undertakes in the present GTC to perform translation tasks with the utmost care and expertise, and to complete them within the agreed deadline.

4.1. The formal characteristics of the order

The Client may place an order by accepting the Service Provider’s quote in email. If the Client operates its own electronic ordering or procurement system, the Client may place the order with the Service Provider by way of its own system. This method of ordering, including the details of the orders, shall be agreed upon in advance between the Client and the Service Provider. The Client shall send all source material or the source- and translated target-language texts to be compared to the Service Provider electronically. If this is not possible, the Client may submit the source material or the source- and translated target-language texts on paper at the Service Provider’s office during working hours.

4.2. Receiving material to be translated

4.2.1 The Service Provider will make a quote for linguistic and related services upon the receipt of the complete source material and after the other conditions of the service (method of delivery, translation of graphic texts, additional services, deadlines, professional considerations, etc.) have been agreed upon. If the source material is not available in its entirety at the time of the request for a quote, the Service Provider may make an indicative quote, which will be replaced by a final quote after the receipt of the complete material and after all the conditions of the assignment have been agreed upon.

4.2.2. It is the responsibility of the Client to provide the Service Provider with the source materials, whether electronically (via email, server access, cloud service, etc.) or in printed form. The Service Provider is unable to make a final quote for any material that has not been submitted to it or - e.g. in the case of websites - that is subject to change or is not guaranteed to be available.

4.2.3. Within its own organization, the Client determines and controls the authority of placing an order. The Service Provider does not verify whether the individual placing an order is authorized to do so. Following the confirmation of the submitted order and the subsequent performance of the linguistic and related services by the Service Provider (including partial performance thereof), the Client may not invoke the excess or lack of authority of the individual who submitted the order by email so as to avoid or reduce the payment of the service fee.

4.2.4. In the case of a repeat order, the Client’s order is only valid on the further condition that the Client has no overdue debts of any kind against the Service Provider. In the case of an overdue debt, the Service Provider may request payment in advance before the next job is delivered.

4.2.5. The Service Provider may only use the work performed under the assignment as a reference along with a generalized description of the Client and the subject of the assignment (e.g. Client’s name - English translation of an annual report) with the written consent of the Client.

5.1. The content of the quote

5.1.1. The quote made by the Service Provider after receiving the complete source material and clarifying all the circumstances of the assignment shall include the following:

• the work code assigned to the assignment along with the description of the source material or the service(s)
• a list of the services required (e.g. translation, revision, glossary validation, file conversion, formatting, etc.),
• the delivery deadline or turn-around time (or working hours in the case of interpreting services),
• the quoted service fee,
• the payment deadline.

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5.1.2. If the Client only specifies the day of the delivery in the order, the delivery deadline is the end of the indicated working day, i.e. 5:00 p.m. in the Service Provider’s time zone. Otherwise, the delivery deadline is subject to negotiation.

5.1.3. The quote applies exclusively under the conditions of the order on which it is based and to the materials that have already been received. Any changes in the content and/or quantity of the materials and the conditions made by the Client after the submission of the quote shall be the subject of a separate quote and order, the commitment period and other conditions of which may differ from those of the original quote for the work.

5.1.4. The Service Provider does not undertake to deliver materials that have not been fully completed, revised or otherwise checked before the delivery deadline. Since the consistency of the vocabulary, language and form of the translated material, as well as the high quality of the final product can only be ensured by translating, revising, proofreading and formatting the entire material, the Service Provider shall deliver the completed material in one piece by the agreed delivery deadline.

5.2. Factors affecting the service fee

5.2.1. Since translation support and terminology tools ensuring consistency and quality can only be used with specific file formats, and since the layout of documents with more complex formatting than a basic design is often disrupted due to the different text lengths of translations, the Service Provider may perform labor-intensive pre- and post-processing operations to maintain the appropriate linguistic quality and visual design for translation source materials in the following formats:

5.2.2. Materials in non-editable formats (e.g. printed or scanned content) that require optical character recognition conversion and reformatting.

5.2.3. Texts in non-MS Word, RTF or TXT formats (e.g. PDF, HTML, XML, Excel, PowerPoint, FrameMaker, InDesign, QuarkXpress), which require file conversion and often pre- and post-formatting.

5.2.4. Poorly formatted MS Word files (e.g. line/end breaks at the end of each line, or Word file saved from HTML with many formatting characters not suitable for translation), where pre- or post-formatting is required.

5.2.5. MS Word files containing a significant amount of specially formatted elements, tables, images and captions, text boxes, charts, which require labor-intensive post-formatting.

5.2.6. MS Word files with proofreading marks (if changes need to be translated and copied into a previous translation), where highlighting and pasting the text to be translated requires extra work.

5.2.7. Formats requiring processing by linguistic engineering or video editing experts: video files, audio files, web interfaces and mobile applications.
To cover the cost of this additional work, the Service Provider shall charge an hourly rate as specified in the quote.

5.2.8. In view of the point above, the important factors influencing the cost of the work are the following:

• the format of the source material,
• the requested format of the material to be submitted,
• any formatting, publication editing and conversion work that may be required,
• the delivery deadline,
• the need for expert or linguistic revision,
• the language pair(s).

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5.2.9. For the revision of material not translated by the Service Provider, the Service Provider will only make a quote after viewing the complete material to be revised and determining the quality to be adequate for revision. In such cases, the revision fee is determined by the proportion of the necessary corrections. After the preliminary assessment of the quality of the translation, the Service Provider may offer a re-translation instead of a revision. If more than 25% of the material needs correction, the revision task will be considered a re-translation and will be charged at full translation price.

5.2.10. The minimum volume that the Service Provider shall undertake to process - in the case of orders not requiring file conversion - is 300 source-language words, from which the Parties may deviate in the case of individual framework agreements or individual orders. In the case of orders for translation or revision of a lesser volume, the Client shall pay the Service Provider an amount equal to the current minimum volume fee.

5.3. The validity of the quote

The written quotes of the Service Provider (including both non-binding and binding quotes as long as the contract of engagement is not yet concluded) are valid for 15 calendar days from the date of issue.

6.1. The Service Provider shall provide the translation, revision or other service ordered in the quality expected and - if the purpose of the order was specified by the Client - in accordance with the intended use. The Service Provider may, in the interest of a high-quality result, request the Client to discuss and approve the translation of certain terms (company-specific names, abbreviations, technical terms, etc.).

6.2. The Service Provider shall return the completed materials as requested by the Client in printed or electronic form (via email), or, in the case of larger works, on a data carrier. The Service Provider may also make such materials available on its secure FTP server or online file manager (from which they can only be downloaded by the Client). If the Client operates its own online translation support or project management system and the translation is to be performed in or uploaded into it, the completion or upload status confirmed in that system shall be deemed to be a delivery. In the case of delivery on paper or on a data carrier, the Service Provider shall bear the delivery costs within the administrative boundaries of Budapest, while the Client shall bear the delivery costs outside the administrative boundaries of Budapest.

6.3. The Client acknowledges that sending the translated or revised text or the text to be translated or revised via email as a non-encrypted attachment does not ensure the confidentiality and integrity of said text. It is recommended that confidential texts are sent in encrypted form, subject to a separate agreement between the two Parties. The Client shall transmit or request the transmission by email at its own risk. The Service Provider is not liable for any damages resulting from this.

6.4. If, in accordance with copyright law, a work of authorship is created as a result of the Service Provider’s performance, the Service Provider shall grant the Client the right to use the work of authorship provided free of charge, without any limitations in terms of territory, time, mode or extent of use upon the payment of the translation service fee. The Client is also entitled to sub-license and adapt the work. If the Service Provider is not considered to be the author of the translation, the Service Provider warrants to the Client that it has the necessary authorization to sub-license the said right of use. In the case of services other than translation (e.g. voice-overs), the Parties shall specify the conditions for the transfer of the right of use in the individual order.

6.5. In the case of an interpreting assignment, audio and video recordings of the interpreting may be made or used only with the interpreter’s prior written consent. If a recording is to be made, the quote will be subject to terms and conditions other than those of the standard quote, which shall be negotiated and agreed upon in advance on a case-by-case basis.

6.6. The place of performance of the Service Provider is the registered office of the Service Provider.

7.1. The basis of calculation for translation and localization, and for additional services

7.1.1. Unless stated otherwise in the Service Provider’s quote, the translation will be invoiced on the basis of the number of words in the material to be translated (the so-called source-language word count).

7.1.2. In the case of larger and more complex assignments, the Service Provider may - instead of using a pricing scheme based on word count - provide a fixed project price calculated based on the review of the given assignment, or may charge for the necessary additional services on an itemized basis (e.g. an hourly fee for technical services and testing, a publication editing fee based on the number of pages processed or a fee corresponding to a percentage of the price based on word count).

7.2. Settlement of interpreting assignments

7.2.1. The interpreter’s working hours (availability) range from their arrival to the venue until their departure. The Service Provider will charge a half-day fee for the interpreter’s availability for less than 4 hours per day. The Service Provider will charge a daily fee for the interpreter’s availability for more than 4, but no longer than 8 hours per day. The Service Provider will charge an additional fee for assignments exceeding 8 hours per day. This amounts to 1.5 times the hourly rate, calculated on the basis of the daily rate, charged for each started hour.

7.2.2. For simultaneous and whispered interpreting of more than sixty minutes per day and for consecutive interpreting of more than three hours per day, the interpreting assignment is carried out by two persons.

7.2.3. For on-site interpreting, the fee for a half day or a day will be charged. In the case of remote interpreting, hourly billing can also be agreed upon.

7.3. Order cancellation

7.3.1. In the case of assignments not including interpreting, if the Client cancels all or part of the work ordered before the work has started, the Client shall pay a cancellation fee equal to 10% of the service fee for the assignment affected by the cancellation.

7.3.2. If the Client cancels after the work has started, the Client shall pay 50% of the service fee to the Service Provider, even if the Client does not wish to receive the partially completed work. If the partially completed work that has been delivered to the Client amounts to more than half of the work agreed upon in the original order, the Service Provider shall pay a proportional service fee.

7.3.3. In the case of an interpreting assignment, if the Client cancels its order within 24 hours before the scheduled time of the interpreting, it shall pay 100% of the agreed fee to the Service Provider. If the Client cancels the assignment more than 24 hours, but within 48 hours before the scheduled time of the interpreting session, it shall pay 50% of the agreed fee to the Service Provider.

8.1. Upon receipt of the duly issued invoice from the Service Provider, the Client shall remit the service fee by bank transfer to the account number specified in the invoice issued by the Service Provider within 8 calendar days. The Parties may agree on a different payment deadline for the invoice.

8.2. In the event of late payment, the Service Provider shall charge a default interest at twice the central bank base rate per day of delay until the date of actual payment of the debt. The central bank base rate is available on the official website of the Magyar Nemzeti Bank (www.mnb.hu/web/en). The interest on late payments is applicable from the first day of default.

9.1. The Client may send the source material to the Service Provider electronically (via email, server access, cloud service, etc.), by courier or in person. The Client is aware that the text may be damaged in transit, which may make it more difficult to read. Temporary service outages (and therefore delays) may occur in the case of server access or online access provided by the Client. The Client bears the risk arising from these. The Client shall send the source material to the Service Provider or make it available online at its own expense upon placing the order. All risks arising from the transmission of the source material shall be borne by the Client, in particular in the event of late arrival, loss, damage or destruction.

9.2. Upon receipt of the source material or the material provided to aid the preparation of the interpreter, the Service Provider shall immediately notify the Client in writing electronically if the delay in sending (or otherwise providing) the source material or the preparation material is likely to result in the deadline for the performance of the assignment being exceeded or if the material needs to be sent or otherwise provided again due to a lack of legibility/completeness.

9.3. In the case of illegible/incomplete text parts, the Client shall immediately ensure that the source material or preparation material is re-sent or otherwise provided again to the Service Provider in a legible and intelligible, complete form.

9.4. If a delay jeopardizes performance by the agreed deadline and the Parties do not agree on a new final deadline, the Client shall be entitled to withdraw its order by written notice to the Service Provider within 1 hour of the Service Provider’s notification of said delay, in which case the rules under section 7.3 shall apply.

9.5. If the Client does not withdraw, the Parties shall set a new delivery deadline, which the Service Provider shall confirm in writing electronically. The order is deemed to be accepted as soon as the Service Provider confirms it.

9.6. In the absence of an agreement on a new delivery deadline or of a complete and legible source material or preparation material, even if the Client does not make a declaration of withdrawal, the provisions for order cancellation shall also apply.

9.7. The Client warrants that it is entitled to entrust the Service Provider with the activity that is the subject of service provision without any restrictions. If an external person asserts a claim against the Service Provider, whether based on copyright infringement or any other legal basis, the Client undertakes to indemnify the Service Provider against such claims. If legal proceedings are initiated against the Service Provider for the translation of such material, the Client undertakes to enter the proceedings at the Service Provider’s request, on the Service Provider’s side, to assist the Service Provider in any way.

9.8. The Client may make a complaint regarding the quality of the linguistic and the related services within 5 working days of the receipt of the relevant materials. The Client shall specify the translation errors and technical deficiencies and the nature of the issue as precisely as possible. The Service Provider shall indicate the earliest correction deadline that can be reasonably established based on the time needed to apply the improvements, and shall ensure that the correction is carried out by said deadline.  If this deadline expires without result or in case of repeated defective performance, the Client may withdraw from the assignment and shall be obliged to pay 50% of the service fee. Claims of any kind against the Service Provider for errors, omissions or ambiguities in the source-language text are excluded. The Client may only invoke defective performance in the event of obvious linguistic, grammatical or technical errors.

9.9. If the Client does not provide the Service Provider with preparation materials for the interpreting, or fails to do so in a timely manner, the Service Provider shall not be liable for any errors arising from this deficiency during the interpreting session.

9.10. The Client may only claim damages from the Service Provider for the unsatisfactory quality of the linguistic and related services if the correction under section 9.8 had been delivered but failed to produce a result. The Service Provider will compensate for proven damages up to 50% of the service value, up to a maximum of EUR 350.

10.1. The Parties shall consider all facts concerning the existence and content of the source and reference materials provided by the Client, the fees related to the assignment, as well as all facts, data, information and know-how related to the operation and project management processes of the Service Provider as business secrets during the performance of the assignment. The Client and the Service Provider declare that they will take the necessary measures within their own organizations to protect the information constituting business secret related to them.

10.2. The Client and the Service Provider are obliged to protect the business secrets they have acquired. In particular, it is prohibited to use such secrets beyond the scope of the assignment or for any other purpose without permission, and they may not be disclosed to an external person or the public.

10.3. The Client and the Service Provider shall continue to comply with their confidentiality obligations as set out herein even after the termination of the assignment. The Parties may exempt each other in writing from their confidentiality obligation relating to a specified scope of protected data and information.

10.4. The Client may not seek out the employees of espell translation and localization Ltd. nor its contractual partners engaged to perform a service (translators, editors, proofreaders, interpreters, DTP operators, project managers, software engineers, etc.) with requests for services subject to these General Terms and Conditions, including in particular interpreting, translation or localization work or any related additional and agency activities without the knowledge and approval of the Service Provider. In case of breach of this obligation, the Client shall pay to the Service Provider, in addition to compensation for other damages, the amount that the Client would have been obliged to pay to the Service Provider if the order had been placed with the Service Provider.

10.5. Data control and data processing: All parties involved in the translation process must comply with the applicable national and EU data protection legislation, in particular the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council. The Parties must ensure, in accordance with the data-protection agreement concluded by and between them, that personal data are processed in such a way that they can be retrieved and deleted from their own storage facilities if necessary. This concerns in particular the management of translation memories and the personal data contained therein, including information stored in metadata. The Client and the Service Provider must endeavor to process only as much and such personal data as is strictly necessary for the performance of the work.

11.1. These General Terms and Conditions cover the legal relationship between the Parties for the provision of linguistic and related services. The Parties may deviate from its provisions in writing, in which case the relevant provisions of the GTC shall be replaced by the agreement between the Parties. In matters not regulated in these GTC, the laws of the Hungary, including the provisions of the Civil Code, shall apply.

11.2. The Parties shall at all times attempt to settle their disputes amicably. If this is not the case, the Hungarian Association of Professional Language Service Providers will be asked to mediate and assess the quality of the service. The costs of the impartial committee appointed by the Association shall be borne by the party whose conduct gave rise to the establishment of said committee.

11.3. If the procedure for the settlement of a dispute between the Parties pursuant to section 11.2 has not resulted in a successful conclusion, the Parties submit to the jurisdiction of the Hungarian courts, with the language of the proceedings being Hungarian.