RULES FOR PURCHASING TRANSLATION SERVICES
(Revision of ... ... 2022) ...
I. GENERAL PROVISIONS AND DEFINITIONS
1. For the purposes of these Rules, the Seller is the undertaking AIRV UAB, org. No 134819573 (hereinafter referred to as the Seller), who shall deliver translation and related services (hereinafter referred to as the Services).
2. For the purposes of these Rules, a purchaser is a natural person who has contacted the Seller for the provision of translation and related services (hereinafter referred to as the Purchaser).
3. The present e-version of the rules for purchasing translation services from the Seller AIRV UAB (hereinafter referred to as the Rules) shall be legally binding on the Purchaser and the Seller, setting out the mutual rights and obligations.
II. AGREEMENT CONCLUSION PROCEDURE
4. The agreement between the Purchaser and the Seller shall be deemed to have been concluded when the Purchaser orders Services from the Seller and pays the VAT invoice issued by the Seller prior to the provision of Services, having read and acknowledged the Rules individually.
III. SCOPE OF THE SERVICE AGREEMENT
5. The Seller undertakes to provide the Services ordered by the Purchaser within the individually agreed terms and for the agreed price (i.e., to translate source texts provided by the Purchaser into the preferred language and to deliver the translated texts to the Purchaser) and the Purchaser undertakes to pay the VAT invoice issued by the Seller in advance, and to accept the translated texts from the Seller.
IV. RIGHTS AND LIABILITIES OF THE PARTIES
6. The Seller guarantees and undertakes:
6.1. To deliver the translations within the relevant deadline (day and (or) hour);
6.2. To ensure adequate level of quality by taking into consideration the Purchaser’s requirements and instructions;
6.3. If the Purchaser presents claims in writing regarding the quality of the translation, the Seller undertakes rectify the defects free of charge within an additional mutually agreed time limits;
6.4. To keep the agreement and order information confidential and to follow the procedures of personal data protection;
6.5. After paying for the Services, the title to the originally translated text delivered to the Purchaser shall pass to the Purchaser;
6.6. If requested by the Purchaser, the Seller must also return the written version of the text submitted for translation to the Purchaser accompanied by the translation;
6.7. The Seller’s liability shall not exceed the value (price) of the works (Services) delivered by the Purchaser for translation.
7. The Purchaser guarantees and undertakes:
7.1. If requested by the Seller, the Purchaser shall provide information or materials related to the texts being translated (terminology and other materials that may be useful and necessary for the translator to ensure the adequate level of quality) so as to ensure the required level of quality of the translated texts and, if necessary, to cooperate with the Seller’s translator;
7.2. To accept the translated texts from the Seller and to pay for the delivered services within the agreed time limits (in advance, after receiving the VAT invoice, by e-mail or otherwise);
7.3. By voluntarily disclosing information and delivering documents containing the Purchaser’s personal information to the Seller, the Purchaser simultaneously gives his (her) consent for the Seller to process personal data for the purposes of the agreement made with the Purchaser (order), delivery of Services and/or payment for the delivered Services;
7.4. By voluntarily disclosing information and delivering documents containing third party information to the Seller, the Purchaser confirms that he/she has obtained the relevant consents and permissions by third parties to have, transfer and allow the Seller to process personal data, for the purposes of the agreement made with the Purchaser (order), delivery of Services and/or payment for the delivered Services;
IV. PROCEDURE FOR PLACING AND EXECUTION OF ORDERS
8. The Purchaser can order the Services verbally (in the form of physical presence at the Seller’s office or by telephone), as well as in writing or by e-mail, by specifying the desired date of delivery of the Services, the preferred language pairs and other information that the Purchaser considers important.
9. After the parties have agreed on the Services, the Purchaser delivers the texts to the Seller for translation, in the manner agreed by the parties – by e-mail, fax, registered mail, or hands them over to the Seller against the Seller’s signature, or the Seller may collect the source texts himself or have them delivered by express mail service against the recipient’s signature at the location instructed by the Purchaser.
10. When delivering texts by electronic means, the Purchaser must ensure that the Seller has received the information or documents in full. Having received the texts from the Purchaser, the Seller undertakes to notify the Purchaser about their receipt.
11. After the parties have agreed on the scope, language, terms of the Services, the Seller shall inform the Purchaser of the accepted order by electronic means. The terms and conditions instructed by the Seller must be confirmed by the Purchaser in writing or by paying the VAT invoice issued by the Seller, i.e., by paying the VAT invoice issued by the Seller, the Purchaser confirms the order placement and that the Purchaser has read the Rules, and agrees to respect the provisions of the Rules.
12. The deadline for delivery of the Services (in days or hours) shall be agreed with the Purchaser on a case-by-case basis.
13. The Purchaser also confirms his/her understanding that the provision of certain services by the Seller requires the involvement of third parties (including but not limited to the services such as notarisation of documents etc.) and therefore, the Seller shall not be held liable for the time limits of delivery of third-party services as third party service providers are independent contractors and the Seller has no control over them.
14. The period for delivery of the Services shall be calculated from the moment (if the order delivery period is measured in hours) or the date (if the order delivery period is measured in days) of receiving the text and confirming the order, unless otherwise agreed in writing on a case-by-case basis.
15. If, for any reason, the Seller expects that it will not be possible to provide the Services within the agreed time limits, the Seller shall notify the Purchaser about this and suggest another possible deadline for the provision of Services. Accordingly, the Purchaser has the right to confirm a new deadline or to cancel the order by paying a proportional part of the price for actually performed Services, if the translation works have already been started.
16. If necessary, the Parties shall agree in writing on additional services such as editing, proofreading, layout design etc. and the deadline of their delivery.
17. After providing the Services, the Seller delivers the translated texts (the result of the Services) to the Purchaser in the preferred way – by e-mail, registered mail, by courier or against the recipient’s signature. In this case, the Purchaser undertakes to pay shipping costs.
18. Within 5 working days after delivering the translated texts, the Purchaser undertakes to confirm in writing or by e-mail the provision of services/the receipt of the translated texts, or provide comments on the translation quality.
19. If the Purchaser fails to confirm the receipt of the translated texts within the allowed time limits and the Seller is able to prove the dispatch or transfer of the translated texts, they shall be deemed to have been received by the Purchaser. Accordingly, if there are no claims from the Purchaser during the allowed time limits and the Seller can prove when exactly the translated texts were delivered to the Purchaser, it shall be considered that the Purchaser has no claims in respect to the translated texts.
20. If the Purchaser notifies the Seller in a timely and appropriate manner in writing or by e-mail about the defects in translations, the Seller, within the reasonable additional period selected at the Seller’s discretion (reasonably required time, taking into account the scope of necessary corrections and the availability of the translators, deadlines, etc.) shall eliminate the defects once at no cost to the Purchaser. As a result, the Purchaser undertakes to submit all comments within the time limits specified in the Rules, once, in full extent, since any comments submitted later shall not be accepted, i.e., the Seller shall not make any corrections of the defects reported with delay free of charge, unless the parties otherwise agree in writing on a case-by-case basis.
21. If requested by the Purchaser in writing, the handover of the translation results shall de documented in the form of a handover certificate.
22. If requested by the Purchaser in writing, the Seller shall issue a report of the Services rendered within the particular period.
V. PRICE OF THE SERVICES AND PAYMENT PROCEDURE
23. The price of the translation services and other services shall be agreed upon with the Purchaser when placing the order by applying the Seller’s price list rates depending on the language preferences and the scope of translation works. As a rule, the price list shall not be delivered to the Purchaser and the price of the required works shall be agreed upon with the Purchaser on a case-by-case basis by issuing a pro-forma invoice in respect of the order. However, if requested by the Purchaser in writing, the price list shall be e-mailed to the Purchaser.
24. The price does not include proofreading, consulting and layout design services.
25. If requested by the Purchaser, the Seller shall have the translated or submitted documents notarised.
26. The Purchaser confirms the understanding that the provision of certain services is subject to additional fees for the services rendered by third parties (including but not limited to the services such as notarisation of documents etc.). Therefore, by ordering the services rendered by third parties, the Purchaser undertakes to compensate these services from own resources. These costs are represented in the VAT invoice submitted by the Seller to the Purchaser. The Seller shall discuss the price of the required third-party services with the Purchaser in advance, prior to issuing a VAT invoice in respect of the ordered Services. For the avoidance of doubts, the Parties agree that payment of a VAT invoice shall simultaneously be the Purchaser’s confirmation of the ordered Services and his/her agreement with the price of the invoiced third-party services.
27. The Seller has the right to unilaterally alter the Price List at any time without a separate warning, but only in respect of the orders that will be placed by the Purchaser in the future, i.e., the new price shall not apply to the translation Services ordered and mutually confirmed before the date of the alteration of the price list.
28. The Seller shall start the provision of Services (execution of orders) after the pro forma invoice has been paid by the Purchaser. If the Purchaser fails to pay within the time limits specified in the pro forma invoice, the order shall be deemed to have been cancelled.
VI. CONSENT FOR THE PROCESSING OF PERSONAL DATA AND THE RULES ON THE PROCESSING OF PERSONAL DATA
29. Pursuant to the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data, and repealing the Directive 95/46/EC (the General Data Protection Regulation) (hereinafter referred to as the Regulation), by placing orders for translation Services, the Purchasers confirm that they are aware and properly informed that the personal data disclosed when placing an order, required for and received during the execution of an order shall be handled in a permitted manner and processed in accordance with the procedure set out in these Rules.
30. Data controllers for the purposes of these Rules shall be the Purchaser and the Seller.
31. The data shall be processed for the below purposes: execution of the Purchaser’s order, payment for the translation services, tax-related obligations of the Seller.
32. Legal basis for data processing: (i) clause 1(b) of article 6 of the Regulation – processing is necessary for the performance of a contract to which the data subject is party; (Purchaser); and (ii) clause 1(f) of article 6 of the Regulation – processing is necessary for the purposes of the legitimate interests pursued by the Seller’s and (or) the Purchaser’s representative (i.e. to conclude and perform the Purchaser’s order), where the data subject is the Purchaser’s representative placing the order for translation.
33. The following personal data shall be processed for the purposes of the order: (i) where the Purchaser is a data subject – the information required for invoicing such as full name, telephone number and (or) email address, bank account number; (ii) where the Purchaser’s representative is a data subject – his (her) full name, position, signature, data from the document evidencing his (her) representation entitlement.
34. The following personal data shall be processed for the purposes of the performance of orders: (i) Personal data of the Purchaser transmitted by the Purchaser or collected independently by the Seller for the performance of the order, i.e. for the provision of Services; (ii) mandatory documents, information or other data transmitted by the Purchaser or independently collected by the Seller for the performance of the order, i.e. for the provision of Services, which may contain personal data of the Purchaser and/or third parties, including special categories of personal data.
35. Time limits for data processing: the data collected independently by the Seller or transmitted by the Purchaser for the performance of the order shall be processed not longer than required for the purposes of data processing and shall be stored for a period not longer than established by legislation (e. g., legal acts applicable to accounting and tax reporting etc.). The time limits can be extended exclusively on the basis provided for by the applicable laws or as instructed by a competent institution.
36. Data recipients (third parties): (i) personal data of the Purchaser transmitted by the Purchaser or collected independently by the Seller for the performance of the order may, without notice, be disclosed to the Seller’s employees or third parties involved in the process of translation on the basis of the service agreement concluded between the Seller and a translator; (ii) governmental institutions or establishments, if a legitimate and binding written instruction has been received; (iii) third parties providing accounting services to the Seller on the basis of the service agreement concluded between the Seller and the party providing the accounting services (i.e. this provision of the Rules and the placing of an order in accordance with the terms of these Rules shall be deemed to be a valid consent).
38. The Seller has the right to amend or supplement these Rules at any time, without notice. The alterations of the Rules must be made available to the Purchaser by publishing the updated version of the Rules on the Seller’s website.
39. The parties agree that the obligations assumed by the individuals duly authorised by the parties in negotiating the ordering of the Services, terms, price, adjustment or execution of the order, if they are documented and mutually confirmed in written or electronic form, shall be binding on the parties and shall have legal consequences.
40. The parties shall be released from the fulfilment of the contractual duties if they are affected by force majeure circumstances that are outside the control of the parties.
41. The disputes arising out of the present Agreement shall be handled amicably. In case of failure to come to an agreement, the disputes shall be submitted to the court competent for the seat of the Seller for handling within the procedure defined in the laws of the Republic of Lithuania.
42. Information and (or) documents exchanged between the parties shall be considered to have been delivered properly if sent by e-mail or registered mail used for coordinating the order for translation (address of the seat or the declared place of residence).