GENERAL TERMS AND CONDITIONS
I. Introduction
1. The OLELO Fordító és Tolmács Korlátolt Felelősségű Társaság (OLELO Translation and Interpreting Limited Liability Company, hereinafter: OLELO Llc.) shall conduct all of its services under the present Standard Contract Terms (hereinafter: SCT), all of its contracts (hereinafter: Contract) concluded with its Clients for the provision of services shall be governed by the present SCT.
2. Contractual terms other than those set forth in the SCT shall only apply exceptionally, where agreed upon in writing by the Parties.
3. The text of the present SCT in force at any time shall be accessible to everyone on the webpage of the OLELO Llc.
4. In case of an ongoing contractual relationship (including framework agreements, as well as ad hoc agreements concluded with the same client with a similar subject on a recurring basis) it suffices to agree on the applicability of the SCT once, at the beginning of the contractual relationship.
II. Services rendered by OLELO Llc.
1. Interpreting
Services comprising the oral translation of source language texts into the selected target language.
1.1. Simultaneous interpreting
A method of continuous interpreting, where the oral translation of the source language text is communicated contemporaneously with the help of technical equipment. It is possible to offer simultaneous interpreting into several languages at the same time.
1.2. Consecutive interpreting
A method of interrupted interpreting with or without the help of technical equipment, where the interpreter translates the source language text following each sentence, conceptual unit or up to 4-5 minutes of speech, as requested, into the target language.
1.3. Whispered interpreting (chuchotage)
Simultaneous interpreting without technical equipment. The interpreter is located near those needing translation, listening directly or through headphones to the speaker and interprets the speech whispering it to 2-4 listeners.
2. Translation
Translation comprises all services which have as a result the translation of a source language text on an electronic data carrier or paper into the target language on an electronic data carrier or paper.
3. Proofreading
Checking translations from the aspects of grammar, style and accuracy. Proofreading may involve checking the text by a native speaker and/or a professional. (Translation services do not comprise proofreading, this shall be rendered by OLELO upon the specific request of the Client.)
4. Event services
4.1. Provision of interpreting booths
Provision of interpreting equipment based on infrared technology, including soundproof and ventilated booths with an aluminium frame. The elements of the interpreting equipment are: booth, digital interpreting centre, interpreter console, infrared transmitter and receiver.
4.2. Provision of tour-guide equipment
The tour-guide equipment consists of one or two microphones (transmitter) and listening devices (receiver).
4.3. Audio services
Provision of active speakers, speaker stands, audio-mixer, microphones (clip-on, hand-held, headset, lectern, table mounted, push&talk). Taking into consideration the nature of the event (venue, number of participants, type of event, technical devices available at the venue) the Client and OLELO Llc. will determine the content of the audio services to be rendered case-by-case.
4.4. Audio and/or video recording
Recording of picture and sound (per language) for the Client with the audio and video devices provided by OLELO Llc. which will be made available to the Client by OLELO Llc. in the format and data carrier agreed in advance.
5. Factory visits
Presenting the Client’s activities, production processes at the production site in the extent and with the content and schedule determined by the Client. The Client acknowledges that such activity involves the training of and training by OLELO Llc. and that in case the schedule or content of the factory visit changes, this may result in a change of remuneration, upon which the Parties must agree separately.
III. Conclusion of the contract between the Client and OLELO Llc.
1. Potential clients (contracting entity) can request a quotation for specific services from OLELO Llc. in writing (per mail, e-mail, via telephone, including all internet based phone applications, such as SKYPE, VIBER) or through the webpage of OLELO Llc.
2. Besides the usual data (service ordered, venue, date, deadline) the contracting entity must describe the special circumstances and characteristics of the service.
3. Before providing a quotation and in case such a request is made by OLELO Llc., the potential client (contracting entity) must ensure that OLELO Llc. has the opportunity to view and visit the venue of the event, to familiarize itself with the special characteristics of the event to determine the special circumstances of the service to be rendered.
4. OLELO Llc. shall provide its quote to the contracting entity in writing, addressed to the e-mail address specified in the request for quotation. (Should the quotation for any reason whatsoever not clearly specify whether it refers to a net or gross fee, or the currency of the same, the quotation should be understood as specified as a net amount in HUF.)
5. OLELO Llc. will attach to the quotation sent via e-mail its SCT effective on the date to enable the potential client (contracting party) to familiarize itself with the Standard Contract Terms before concluding the contract.
6. Unless otherwise stipulated, the quotation of OLELO Llc. shall be valid for sixty (60) days as of the date the potential client (contracting party) had the possibility to access the quotation.
7. OLELO Llc.’s quotation shall be considered validly accepted by the potential client (contracting party) in case the contracting party accepts it (i.e. orders the service) in writing within the above mentioned deadline (60 days). The contract is concluded with the statement accepting the quotation and the contracting party becomes a client (hereinafter: Client).
(OLELO Llc. and the Client hereinafter referred to together as „Parties” in the present SCT).
8. With its statement accepting the quotation (order) the Client acknowledges that it has familiarized itself with the provisions of the present SCT and considers it to be binding on itself and the legal relationship between the Parties in full and without restriction.
9. Orders sent from the Client’s e-mail address shall be considered as statements received from an authorized representative of the Client even if name of the undersigned is not that of the Client’s legal (company) representative. Orders placed in writing but not via e-mail shall only be effective, in case these have been undersigned by the Client’s legal representative or its representative with written authority.
10.1. Within three (3) working days of date that the Client accepted OLELO Llc.’s quotation and ordered the service, OLELO Llc. shall send a document entitled „Confirmation of Work Order” to the Client in writing, which confirms the conclusion and content of the contract by specifying the special terms of the contract in accordance with the accepted quotation.
10.2. Should the special terms enshrined in the document entitled „Confirmation of Work Order” deviate from the terms agreed upon by the Parties in advance, the Client may object to the content of the document within forty-eight (48) hours of when the document was sent, evidencing that its request for quotation/order or the quotation given by OLELO Llc. had contained different terms. In case the Client’s objections have merit, OLELO Llc. shall send a new document entitled „Confirmation of Work Order” to the Client with the agreed contractual terms.
10.3. In case the objection has no merit, or the Client makes no observation in respect of the „Confirmation of Work Order” within the above deadline, the Parties accept that the specific terms of their legal relationship will be governed by the „Confirmation of Work Order” document sent out earlier by OLELO Llc.
10.4. In case based on OLELO Llc.’s quotation the Client had not ordered the service in writing (including e-mail) or in case the written documentation of the request for quotation and/or the quotation itself has for any reason been omitted or these documents can later no longer be located for any reason, then the specific terms of the contract concluded between the Parties shall exclusively be governed the document entitled „Confirmation of Work Order” sent by OLELO Llc. and the Client cannot claim that it had ordered the service with different terms or that the contract had been concluded with a different content between the Parties.
IV. Rights and obligation of the Parties
1. The Client must provide OLELO Llc. with all special, not widely known terminology contained in the text to be translated, furthermore, it must assist in the interpretation of the same, a failure to do so will exempt OLELO Llc. from liability for any possible translation mistake or flaw.
2. OLELO Llc. shall only be obliged to keep the original format of the source language text (font size and type, paragraphs etc.) unchanged in case the Client provides OLELO Llc. with the source language text in an editable format (e.g. Word).
3. Data provided by third parties upon authorization by the Client shall be considered data provided by the Client.
4. In the course of the performance of the contract the Client must inform OLELO Llc. of all facts, circumstances, data, information and possible changes to the same that are indispensable for the correct and complete performance of the contract.
5.1. In case of translation and proofreading the Client must provide OLELO Llc. with the source language text until the date specified in the contract, since OLELO Llc. can only keep the performance deadline under these conditions. In case of a delay in transferring the text, the performance deadline shall be extended by a corresponding period.
5.2. Should the Client merely specify a due date for the delivery of translation services, then the deadline for the delivery will be 12:00 PM on the given date.
6.Should the Client fail to fulfil its notification and data transmission obligations described in points III/1.1.-1.5 or fulfils it only in part, or transmits inaccurate data, then the Client shall be obliged to compensate OLELO Llc. for damages arising here from, to bear all losses arising on the side of the Client and to reimburse and cover in full all damages suffered by third parties.
V. Remuneration, settlement, fulfilment, invoicing, payment
1. OLELO Llc. will specify interpreting fees in daily and half day units for interpreting services. One (1) day shall mean a maximum of eight (8) hours, half a day (0,5) shall mean a maximum of four (4) hours availability. OLELO Llc. will specify an hourly fee for overtime.
2. Availability shall mean the period of time determined by the Client in advance during which the interpreter is available to carry out interpreting services at the venue of the event, including coffee and lunch breaks.
3.1. Overtime shall be calculated per interpreter and per every hour started.
3.2. OLELO Llc. may charge for overtime even if no separate information on this had been communicated in the quotation. Save for the application of a different method of calculation set forth in the quotation, OLELO Llc. shall charge the first hour of overtime in case the event is concluded more 30 minutes later than its scheduled closure. The second hour of overtime will be charged in case the event is concluded more than 60 minutes after the scheduled closure of the event. The third hour of overtime will be charged in case the event is concluded more than 120 minutes after the scheduled closure of the event.
3.3. Save for the application of a different fee for overtime, the fee for overtime shall be calculated as follows: daily fee divided by eight and multiplied by 1,2.
3.4. OLELO Llc. shall charge a minimum fee for each translation and proofreading assignment, determined with consideration to the language(s) involved and not on the basis of the overall value of the order; this minimum fee will be specified in the quotation. Save as otherwise provided in the contract, the minimum fee for translation and proofreading shall be: 5 000 HUF + VAT/ language combination.
4. In case of interpreting services exceeding four (4) hours the Client shall provide a meal to the interpreter(s) and bear the costs thereof.
5. Where the performance of the contract makes the accommodation of interpreter(s) necessary, the Client shall notify OLELO of the specifics of the accommodation. The Client may only reserve the accommodation for the interpreter(s) in case it has been approved by OLELO Llc., and Client bears the interpreter(s)ʼ accommodation costs.
6. The Parties shall consider the interpreting service to have been performed even if no actual interpreting had taken place but the interpreter had prepared in accordance with the prior information provided by the Client, arrived at the venue at the time specified and was available during that period.
7. OLELO Llc. shall consider fuel costs, possible tolls and the time of travel when calculating the travel costs to be borne by the Client in connection with the performance of the contract. Costs related to the time of travel will be calculated by multiplying the overtime fee with 0,5 of the hours of travel.
8. In case the Client so accepts in its statement, OLELO Llc. will issue its invoices in electronic form, otherwise in paper copy, with a fifteen (15) day payment deadline, sending it to the Client per e-mail. OLELO Llc. will only mail the invoice to the Clientʼs seat/address where expressly requested by the Client. The Client must confirm receipt of the invoice where OLELO Llc. so requests.
9.1. In case of late payment, the Client shall pay the default interest specified in the Civil Code for the amounts which appear on the invoice as the principal amount, for the period between the due date and the date of actual payment.
9.2. In case of the Client´s late payment or non-performance OLELO Llc. is further entitled to charge all costs arising in connection with the demand for payment and enforcement (e.g.: levies, legal costs, notary/bailiff costs, bailiffs’ lump-sum costs etc.) to the Client.
10. In case of the Client´s default, OLELO Llc. will be entitled to suspend the performance of all further services owed to the Client until due payments had been made, this shall not be construed as a breach of contract on the side of OLELO Llc.
11. The Client cannot offset any claims against OLELO Llc. except where at the time of offsetting the claim the rightfulness and the amount of the same is evidenced by a final court judgment.
VI. Liability, breach of contract, quality objections, late performance, legal consequences
1.1. The Client acknowledges that the interpreting service depends on the interpretability of the speeches and the availability of the necessary technical conditions.
Conditions hindering or prohibiting interpreting are the following:
- Audibility of the speaker, with special regard to the following cases:
- Chuchotage without audio assistance, the speaker is located far from the interpreter and is barely or only partly audible.
- Bad quality audio services (crackling, static).
- In case of interpreting equipment, the speaker fails to use the microphone or is for some reason not audible (e.g. speaks away from the microphone).
- Background noise.
- The interpreter cannot directly see the speaker or the slides presented or is not equipped with real time video transmission.
- The speaker has a strong accent.
- Speaker with weak enunciation.
- The speed of the speaker makes it impossible to deliver a (full) interpretation of the speech.
- Hands of the interpreter are not free in case of consecutive interpreting (e.g. must hold a microphone for lack of a stand), hindering the taking of notes.
- The equipment necessary for simultaneous interpreting is not available, such as a closed, ventilated, sound proof (ventilation, door) booth and interpreting equipment operated with infrared technology.
1.2. The Client may raise objections as to the quality of the interpreting in case it had fully ensured the necessary interpreting conditions (see: point V.1.1.).
1.3. The Client may enforce its objections relating to the quality of the interpreting by sending OLELO Llc. the objection in writing, enclosing evidence substantiating its claims, containing at least three specific and unanimous opinions containing the name, personal data and signature of impartial persons specifying the interpreting mistakes and flaws. In the absence of these statements the Parties shall consider the objection not to be submitted and the warranty claim to be without merit.
2. The Client can only raise objections in relation to the quality of the translation until the due date of the invoice at the latest, in case of interpreting within 48 hours of the performance of the service; these objections shall be made in a written complaint addressed to OLELO Llc.
3. The Client shall be liable for the condition of the event equipment from installation until dismantling. The Client shall bear financial responsibility for possible damages (loss, damaged condition).
4. OLELO Llc. shall be entitled to claim all costs and additional expenses ensuing from the delayed fulfilment of the contract for reasons attributable to the Client.
5. In case of OLELO Llc.’s late performance the Client must call upon OLELO Llc. to deliver, setting an additional deadline. The Client can only enforce its claim ensuing from late performance against OLELO Llc. in case and after the additional deadline had elapsed. Should the Client fail to set an additional deadline or calls upon a third party to remedy flaws, OLELO Llc. shall be exempt from any obligation to remedy possible flaws an all legal consequences arising from late performance.
6.1. OLELO Llc.’s liability for breach of contract shall only extend to damages caused intentionally or with grossly negligence. Its liability shall not extend to damages unforeseeable to OLELO Llc. at the time of the conclusion of the contract or possible lost revenue incurred as a result of a breach of contract.
6.2. Should the Client be liable for damages (including in particular contractual penalties or other contractual consequences) towards third parties due to the intentional or grossly negligent late performance of the contract between OLELO Llc. and the Client, the Client can only transfer these consequences to OLELO Llc. in case it had demonstrably called OLELO Llc.’s attention to these consequences, as well as to the nature and amount of the damages at the time of the conclusion of the contract.
VII. Withdrawal
1. The Client can withdraw from contracts to be performed in writing by OLELO Llc. with unilateral, written statement of the Client, with no obligation to state reasons or financial consequences, in case OLELO Llc. had not yet commenced activities for the performance of the contract.
In case OLELO Llc. has commenced activities to perform the contract, the Client shall pay the fee for the work completed but at least the minimum fee specified in point V/3.4. even if it does not require partial delivery.
VIII. Confidentiality
1. Any information of interest to the other Party that the Parties become aware of in the course of performing the contract shall be considered a business secret of the given Party. The Parties undertake to treat these with the strictest confidence, that is, they will not disclose or make these business secrets accessible to third parties in any form and on any grounds whatsoever.
2. Besides the above, the Parties acknowledge that the other Party has a legitimate and legally protected interest in keeping secret all facts, data, information, solutions that the Party bound by confidentiality has become aware of in the course of its activities, and that this Party and all employees, colleagues and subcontractors involved in the performance of the contract are bound by confidentiality.
3. The Parties acknowledge that they shall only be released from their obligation of confidentiality with the written permission of the other Party in the scope and to the extent specified therein.
4. OLELO Llc. shall return manuscripts, documents transferred in printed form, on electronic data carriers or in the original to the Client at the end of the assignment. In case of performance via mail, documents shall be returned contemporaneously with the mailing of the translation, otherwise the Client must arrange for receiving the documents at the time and place specified by OLELO Llc.
5. The Client agrees that OLELO Llc. shall publish posts or photographs in connection with the assignment in a blog or social media in a way that no legal or natural person be identifiable from these in any way, further, that only general information be published in connection with the assignment and restricted exclusively to professional aspects of interpreting and translation. Before publishing any further information, OLELO Llc. will request the prior approval of the Client in every instance.
IX. Intellectual property, copyright
1. Interpreting and translation carried out by OLELO Llc. shall be the intellectual property of OLELO Llc.
The Client shall have the exclusive right of use, albeit of limited transferability, over translations and interpreting made available to the Client in the course of performing the contract concluded with the Client.
2. The Client will be entitled to the right of use from the date it settled the invoice issued by OLELO Llc. for the service.
3. An audio recording of the interpreting can only be made with the permission of the interpreters and OLELO Llc. Prior to the audio recording the Client must inform the interpreters and OLELO Llc. of the aim and the usage of the recording.
4. The Client’s commercial usage of the audio recording of the interpreting shall be subject to the conclusion of a separate agreement with OLELO Llc. and the payment of royalties specified therein.
X. Notifications, communication
1. The Parties are to make all representations in respect of the performance of the contract in writing, per e-mail, through the webpage of OLELO Llc., by means of certified mail or by delivery in person.
E-mails and representations made through the webpage of OLELO Llc. are considered to be written statements, the fact that these have been made cannot be meaningfully disputed by the other Party in case the sending Party can prove sending the statement with a dispatch note.
2. Written contractual statements shall be considered communicated to the other Party, that is, these will become effective at the date:
Statements made via e-mail or the webpage of OLELO Llc. at the date when these became accessible to the other Party.
In case the document was sent per mail, with proof of receipt, then at the date registered on the receipt. In case of registered mail without proof of receipt, the statement shall become effective on fifth working day following mailing.
A postal consignment shall be deemed communicated in case the addressee refused to accept the consignment or it was marked „unclaimed”, „unknown address/addressee” or „moved” according to the proof of receipt or the returned consignment. In these cases the time of communication will be the fifth working day following mailing.
3. Oral statements shall have legal effect in case these have been confirmed by the Party in writing or have been approved by the other Party in writing, or it is clear from the circumstances that the Parties proceeded in accordance with, and in knowledge of the oral statement.
XI. Applicable law, applicable provisions, deciding legal disputes
1. The legal relationship between the Parties is governed by the Contract concluded, the present SCT and the Act No. V of 2013 on the Civil Code.
Should the contracts and applicable law mentioned above set forth conflicting provisions, the legal relationship between the Parties shall be governed firstly, by the contract concluded by them, second, by the Standard Contractual Terms and lastly, the applicable legal provisions.
2. Should the Client also apply Standard Contractual Terms and render these to be applicable to its legal relationship with OLELO Llc., then, in case of a possible conflict, difference or contradictory regulation, the legal relationship and the interpretation of the contract concluded by the Parties shall be governed by the Standard Contractual Terms of the OLELO Llc.
3. The Parties shall attempt to settle legal disputes arising from and in relation to the contract concluded by them, through negotiation. Should this process of conciliation or settlement fail to bring results within sixty (60) days of the start of the dispute, then, depending on competency, the Parties shall submit themselves to the exclusive jurisdiction of the Budapest District II/III Court or the Tatabánya Regional Court (choice of jurisdiction clause).
XII. Miscellaneous
1. Contracts concluded by the Parties can only be effectively modified in writing, with the concurring will of the Parties.
2. The Parties are obliged to notify each other without delay of any possible changes of names, addresses, and all circumstances affecting the performance of the Contract – including their insolvency, as well as liquidation, bankruptcy or winding up procedures initiated against them.
3. The Contract can only be assigned in full or in part with prior, written consent of the other Party.
Budapest, August 2018.