Service Level Agreement
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The Client and the Service Provider enter into a contractual relationship for individual language services (hereinafter also “Service(s)”) on the basis of single purchase orders (hereinafter “Purchase Order(s)”) placed by the Client. This Master and Service Level Agreement (hereinafter also the “Agreement”) governs the overarching general conditions, rights, obligations, quality and other details applicable to all orders placed by the Client with the Service Provider.
Unless expressly stated otherwise, the following terms in this Agreement shall bear the following meaning:
2.1 “Service(s)” refers to the work described in more detail in Article 4 of this Agreement;
2.2 “Translation” is defined as the reproduction of the content of an original document provided by the Client in a language different than the original;
2.3 “Revision” is the term used to refer to correction of an existing translation by comparing the given translation with an original document provided by the Client;
2.4 “Proofreading” means the editing, i.e. reading and checking, of a text in a single language without comparison to an original primarily with the intent of finding grammatical errors or, possibly, odd terminology.
The Service Provider shall provide the Services described in Article 4 to the Client under the terms and conditions set forth in this Master and Service Level Agreement and in the single contract concluded in the form of the Purchase Order.
This Master and Service Level Agreement is non-exclusive for both the Service Provider and the Client. The Service Provider may work for and conclude such agreements with other clients, and the Client may work with and conclude such agreements with other service providers.
No minimum order, release or other commitment is established on the basis of this Master and Service Level Agreement. Individual orders placed by the Client shall be subject in each case to the single Purchase Order and contractual relationship resulting therefrom and establishing the specific terms and conditions (e.g. price, delivery deadline, etc.) for the Purchase Order.
4.1 The Service Provider shall provide the following services: translation, editing, and other related language services upon the Client’s request.
4.2 The Client shall sign a specific Purchase Order under the terms and conditions of this Agreement and the single Purchase Order, and send a scanned copy thereof to the Service Provider by e-mail.
4.3 The Parties agree that the deadlines and procedures shall be determined by both Parties at the time of placement of the Purchase Order and specified therein.
4.4 If there are any additional requirements provided by the Client and/or if there are any unforeseen circumstances that have arisen on the Service Provider’s side during the execution of the order, the deadline for providing the Services specified in the Purchase Order shall be extended for a period agreed by both Parties.
4.5 The Parties agree that the Purchase Order shall be sent to the Client through the OTM system by email and shall be signed by the Client.
5. Prices of Services and Settlement Procedures
5.1 The price of Services is specified in the single Purchase Order signed for each order.
5.2 The Parties agree that if the Client requests any additional services or if the Service Provider experiences unforeseen additional costs, the cost of services shall be subject to another Purchase Order likewise signed and returned by the Client.
5.3 If the Client fails to pay the invoice issued by the Service Provider in due time, the Client shall pay penalty charges of 5% above the respectively valid EURIBOR for late payment from the amount payable for each day of delay.
5.4 If the Service Provider fails to provide the agreed services on the date agreed by both Parties, the Service Provider shall pay penalty charges of 5% above the respectively valid EURIBOR for each day of delay.
6. Service Provider's Rights and Obligations
6.1 The Service Provider agrees:
6.1.1 To take orders from the Client according to the procedure specified in this Agreement and provide quality language services; in particular, the Service Provider shall act in accordance with the quality guarantee under Section 7 of this Agreement.
6.1.2 To provide Services specified in Article 4 of this Agreement on the agreed date and following the established procedures;
6.1.3 To return to the Client all the provided documents, necessary for the execution of the Purchase Order, after providing the Services specified in Article 4 of this Agreement;
6.1.4 To provide orders, specified under this Agreement, to the Client.
6.2 The Service Provider has a right:
6.2.1 To ask the Client to provide all the information necessary for the execution of the order;
6.2.2 To refuse any projects for any reasons whatsoever, including, but not limited to, lack of availability, capacity, improper content, content that does not fall within the scope of the Service Provider’s areas of expertise, etc.
7. Service Provider's Quality Guarantee
7.1 In the case of a Purchase Order for a translation + revision, the Service Provider guarantees the 100% accuracy of the translation of the content as defined in the following. The content within the meaning of this Section 7 is defined as the intended meaning of the text or text fragment in the context of the given document translated. Content explicitly does not include matters related to style, such as corrections involving preferences, replacement by means of synonyms or synonym constructions unless the terminology or formulations are possible to objectively demonstrate as false (e.g. with respect to official or regulatory norms, standards, legislation, etc. without the existence of opposing documents with the terminology of the Service Provider). However, content shall include any possible glossary provided by the Client. Typos shall also not be covered by this guarantee, but will not amount to more than 1 per 5,000 words.
7.2 In the case of a Purchase Order for solely a translation without revision, the Service Provider shall guarantee no more than 1 content error per every 5,000 words. The scope and limitations of this guarantee shall be analogous to Section 7.1 except that typos in this case may not be amount to more than 2 per 5,000 words.
7.3 In the case of revision, the guarantee of content shall be 100% as defined under Section 7.1.
7.4 If it is determined that the Service Provider has not satisfied the respective guarantee, the Client shall be entitled to the following:
7.4.1 correction/review of the translation and/or revision free of charge;
7.4.2 in the case of translation + revision, the revisions shall be refunded or not charged;
7.4.3 in the case of translation without revision, the price shall be reduced by 10% for each error above the guaranteed amount
7.4.4 in the case of revision, the price shall likewise be reduced by 10% for each error above the guaranteed amount.
8. Client's Rights and Obligations
8.1 The Client must:
8.1.1 Agree on the date of the Purchase Order to the price, type of order and other delivery terms and conditions of the order;
8.1.2 Provide all the necessary information to the Service Provider (in particular any glossaries or termbases that are to be used for the preparation of the translation or revision);
8.1.3 Confirm receipt of the service(s) (translation, revision, proofreading, etc.) upon delivery by email;
8.1.4 Accept the work done by the Service Provider under this Agreement (Section 4.1). If the Client does not explicitly declare acceptance in an informal manner (such as email), acceptance shall be deemed to have taken place no later than 30 days after delivery of the service(s) (translation, revision, proofreading, etc.). Confirmation of receipt of delivery shall not be deemed acceptance.
8.1.5 Pay for the Services provided by the Service Provider on the agreed terms and carry out other contractual obligations;
8.2 The Client has a right:
8.2.1 To get information from the Service Provider about the process of Purchase Order execution;
8.2.2 To provide separate instructions to the Service Provider, regarding the execution of the Purchase Order.
9. Confidentiality and Data Protection
9.1 The Service Provider during the term of the Agreement and after termination of this Agreement shall keep all the information received (in writing and in any other form) from the Client under the terms of this Agreement confidential and shall not disclose it to third parties, except the information that is treated as public according to the laws.
9.2 The Parties agree that the information will not be kept confidential and the Service Provider shall not be bound by the obligations in this Agreement, if such information was public and known to the Service Provider prior to the date of signing this Agreement or has become publicly known (published in the media) not because of the Service Provider’s fault, i.e. the Service Provider did not violate the terms and conditions of this Agreement.
9.3 The Service Provider shall use a secure transmission system, the OTM System (Online Translation Management System) for all transmission of the files between the Client and the Service Provider and/or the Service Provider and any external contractors such as translators, editors, etc. No transmission of the files shall take place by insure email, but rather solely through the secure OTM system.
9.4 The Service Provider shall ensure that its contractors (e.g. external translators, editors, etc.) also commit themselves to the preservation of secrecy and confidentiality.
9.5 The Service Provider and all its contractors shall act at all times in conformity with the General Data Protection Regulation and in accordance with any additional requirements imposed by the Client.
10. Contractual Liability
10.1 If the Client fails to fulfill obligations provided in Section 8.1, the Service Provider shall not be liable for the fulfillment of the obligations, specified in Section 6.1.
10.2 If the Client does not accept the provided services (or any part of it), the Client must submit a written claim to a Service Provider with the specified problems. Then the Service Provider must correct any mistakes, inaccuracies, inconsistencies and non-compliance errors within 5 working days from the date of written claim at its own expense. Furthermore, the Service Provider may be subject to the penalties under the guarantee provisions in Section 7.
10.3 Any liability of the Service Provider, except for cases governed by statutory liability and cases of gross negligence or intent, shall be limited to the value of the order as set forth in the single Purchase Order for the order in question.
11. Termination of Agreement
11.1 This Agreement may be terminated on the grounds provided in the Agreement, including the termination upon the agreement of both Parties with at least a 30 day notice period.
11.2 If the Client fails to fulfill its obligations under the Section 8.1.5 and fails to eliminate violations within 5 working days after receiving a written notice from the Service Provider, the Service Provider can ask to terminate the Agreement before the agreed deadline. Such termination shall not affect the Client’s obligation to pay for the services provided.
11.3 If the Service Provider fails to fulfill its obligations under the Section 6.1 and fails to eliminate violations within 5 working days after receiving a written notice from the Client, the Client can ask to terminate the single Purchase Order and/or this Master and Service Level Agreement immediately.
11.4 Termination of the Agreement shall not relieve the Parties from the obligation to pay the penalties, damages, payment for work already done.
12. Force Majeure
12.1 Each Party is not financially responsible for any failure to fulfill obligations or improper service, if such is due to force majeure.
12.2 The Parties agree that they shall not be liable for fulfilment of their obligations until they are again in a position to provide services as under normal circumstances.
12.3 If the suspension of service due to force majeure lasts longer than 2 workdays, the Client shall be entitled to request the services elsewhere without the Service Provider being penalized or liable in any way.
13. Other Conditions
13.1 This Agreement shall enter into force with immediate effect and shall be valid until the complete fulfillment of the contractual obligations.
13.2 In case of any disputes regarding the obligations of this Agreement, both Parties agree to seek a mutual agreement. In case of failure to reach a mutual agreement, disputes shall be settled in accordance with the legislation of the Federal Republic of Germany with Munich, Germany as the place of jurisdiction.
13.3 This Agreement may be amended or supplemented only by written agreement of both Parties that becomes an integral part of this Agreement.
13.4 This Agreement is made in two copies, each for either Party.
13.5 Annexes to the Agreement signed by both Parties are an integral part of this Agreement and have the same legal power as the Agreement itself.