Standard Terms and Conditions for Translation Services

These Standard Terms and Conditions shall form the sole basis for translation services provided by MPS GLOBALISATION SERVICES SL. They are valid for all current and future business relations between MPS GLOBALISATION SERVICES SL and its Clients. Placement of an order by the Client shall constitute acceptance of the MPS GLOBALISATION SERVICES SL Standard Terms and Conditions. Any conflicting terms and conditions require express written confirmation MPS GLOBALISATION SERVICES SL. Supplementary verbal agreements are of no effect. Deviations from, and amendments or additions to, these Terms and Conditions must be validated through written confirmation by MPS GLOBALISATION SERVICES SL.

1. Placement of orders and Quotations

1.1 When placing an order, the Client must specify the target language and intended use of the text to be translated, particular terminological requirements, as well as any requirements as regards format (appearance/layout of the translation) and provide any reference which must be observed e.g. company glossaries or lists of abbreviations). MPS GLOBALISATION SERVICES may request further information related to the subject from the Client. If the translation is intended for print or use on signs, labels or goods, the Client must provide MPS GLOBALISATION SERVICES SL with a copy for proof-reading purposes before printing.
1.2 In the case of translation contracts, the Client must provide MPS GLOBALISATION SERVICES SL with the source text in an appropriate, legible form.
1.3 The incurred costs of any errors that result from a non-compliance with these obligations shall not be covered by MPS GLOBALISATION SERVICES SL.
All quotations are valid 4 weeks after the issue date.
1.4 MPS GLOBALISATION SERVICES SL remains the owner of samples, quotations, drawings, images, photos and similar physical and non-physical information – including in electronic form; they may not be made available to third parties without written approval of MPS GLOBALISATION SERVICES SL.

2. Execution of orders and delivery terms

2.1 All GLOBALISATION SERVICES are produced in accordance with the principles of best practice following the norm UNE 15038. Unless precise instructions are given, technical terms will be translated with the standard used, lexically justified or generally understood version.
2.2 Unless a particular format has been specified, GLOBALISATION SERVICES will be delivered by MPS GLOBALISATION SERVICES SL via e-mail. Should MPS GLOBALISATION SERVICES SL on the request of the Client, send the translation to an address other than the contractual place of delivery, risk will pass to the Client as soon as MPS GLOBALISATION SERVICES SL has handed over the translation to a carrier.
2.3 Delivery periods and delivery dates shall only be binding if expressly agreed as such and confirmed in writing to the Client.
2.4 If the documents necessary for the realisation of the contract are not provided on time, or if incomplete, incorrect, misleading and/or illegible information and specifications are provided, MPS GLOBALISATION SERVICES SL shall not be bound by the delivery date agreed in the contract. If a specific delivery period is agreed as binding, this period shall commence on the date when MPS GLOBALISATION SERVICES SL has received all documents and information. The same shall apply to retroactive changes to the translation due to changes made to the source text by the Client. Such changes shall incur a separate charge.
2.5 Should MPS GLOBALISATION SERVICES SL be unable to meet an agreed binding delivery period or delivery date due to reasons within its control, or be in delay of performance for any other reason, the Client is obliged to accord an appropriate additional period of time.

3. Invoicing and payment

3.1 All invoices are due upon receipt, unless they specifically state a different payment date or period. On the day of the issue of the invoice, the statutory value added tax is shown separately, in addition to the prices, in the statutory amount in the invoice.
3.2 MPS GLOBALISATION SERVICES SL is entitled to request an appropriate advance payment. The Client will receive an invoice for this payment.
3.3 Final delivery of a translation can be made contingent upon prior full payment.
3.4 Should the Client cancel a contract without being legally or contractually entitled to do so, he shall remunerate MPS GLOBALISATION SERVICES SL for all work carried out up to cancellation and shall reimburse the costs incurred.

4. Notification of defects

4.1 If the Client makes a claim based on a non-negligible defect which objectively exists, this defect must be described in writing in as much detail as possible. The Client shall grant MPS GLOBALISATION SERVICES SL an adequate period of time for remedial action. If the outcome of this action is not satisfactory, MPS GLOBALISATION SERVICES SL shall be entitled to improve the translation a second time, again on the basis of as detailed as possible a description of the defects from the Client. Should this second remedial action also prove fruitless, the Client shall be entitled to either reduce the agreed remuneration or withdraw from the contract. In the case of the latter alternative, all rights to the translation shall be retained by MPS GLOBALISATION SERVICES SL. All other claims, including claims for compensation, are excluded.
4.2 If the Client does not notify any defects within 14 days of receipt of the translation, the translation shall be regarded as approved.
4.3 The period of limitation shall be one year, beginning with the acceptance of the translation.

5. Liability, force majeure

5.1 The Client shall have no right to claim compensation or reimbursement of expenditure incurred (hereinafter referred to as “combined compensation claims”) from MPS GLOBALISATION SERVICES SL with the exception of MPS GLOBALISATION SERVICES SL’s liability for intentional or grossly negligent breaches of obligation, for personal injury caused at least by negligence, for breach of material contractual obligations caused at least by negligence, or for absence of a warranted quality or fraudulent concealment of defects. In the case of a breach of material contractual obligations, the Client’s compensation claim against MPS GLOBALISATION SERVICES SL shall be limited to the foreseeable loss or damage typical of the type of contract. The above limitation of liability also applies to the legal representatives, members of staff and other servants or agents of MPS GLOBALISATION SERVICES SL. The above provisions do not entail any reversal of the burden of proof to the detriment of the Client.
5.2 Furthermore MPS GLOBALISATION SERVICES SL shall not be liable for delays or defects in performance − except as provided in 5.1 above − which occur as a result of ambiguous, incorrect or incomplete order placement by the Client. Nor shall MPS GLOBALISATION SERVICES SL be liable for delays in performance caused by force majeure, in particular (unforeseeable) strikes/business disruptions or unavoidable software, network or server failures. Finally, MPS GLOBALISATION SERVICES SL shall not be liable − except as provided in 5.1 above − for loss or damage which occurs due to deficient proof-reading on the part of the Client or for damage to the Client’s software as a result of using the files processed by MPS GLOBALISATION SERVICES SL. If the Client does not specify at the time of placing the order that the translation is intended for print or production, or if the Client fails to provide MPS GLOBALISATION SERVICES SL with a proof copy before printing, and proceeds with printing or production without release by MPS GLOBALISATION SERVICES SL, there shall be no liability on the part of MPS GLOBALISATION SERVICES SL − except as provided in 5.1 above.

6. Set-off, retention, reservation of title

6.1 The Client may only offset claims that are undisputed, established at law or recognised by MPS GLOBALISATION SERVICES SL against the claims of MPS GLOBALISATION SERVICES SL. The Client shall only be entitled to assert a right of retention in respect of counterclaims that result from the same contractual agreement as the claims against which the right of retention is asserted.
6.2 The translation shall remain the sole property of MPS GLOBALISATION SERVICES SL until payment of all claims has been made in full. Until then, the Client shall have no right of use.

7. Copyright, third-party rights

Should a claim be made against MPS GLOBALISATION SERVICES SL for breach of an existing copyright by a translation, or should third-party rights be asserted, the Client is obliged to indemnify MPS GLOBALISATION SERVICES SL fully. If MPS GLOBALISATION SERVICES SL acquires copyright or other industrial property rights as a result of producing a translation, these rights shall explicitly remain with MPS GLOBALISATION SERVICES SL unless they are transferred to the Client by contract. The same shall apply to terminology lists and so-called memory databases that are created during the translation process.

8. Confidentiality, data protection

MPS GLOBALISATION SERVICES SL undertakes to treat as confidential all facts connected with the translation or interpreting work performed for the Client.

9. Applicable law, legal venue, severability

9.1 The contractual relationship and further business relations between MPS GLOBALISATION SERVICES SL and the Client are exclusively governed by the law of the Kingdom of Spain to the exclusion of international sales law.
9.2 If any part of these Standard Terms and Conditions is or becomes unenforceable, this shall not affect the enforceability of the remainder of the Standard Terms and Conditions.

As at: March 2016