Terms of sale and delivery for COMMAS
§ 1. Scope
All services are rendered by COMMAS in accordance with the below terms of sale and delivery to the extent that such terms have not expressly been deviated from or modified by other written agreement.
The customer’s stipulation of special terms in orders, purchase terms etc. is not regarded as deviation from the below terms, unless such special terms have been expressly accepted in writing by COMMAS.
§ 2. Quote/order
Quotes made by COMMAS are valid for eight (8) days from the date of the quote, unless otherwise agreed in writing.
Orders will be initiated immediately after the customer’s written acceptance of a specific quote made by COMMAS, or when COMMAS submits a written confirmation of an assignment awarded by the customer.
All communication takes place by e-mail. If a translation assignment is not submitted in encrypted form by the customer, COMMAS will be entitled to use unencrypted communication in connection with such translation assignment, unless other instructions are provided by the customer.
§ 3. Delivery and storage
Translations are delivered to the customer as agreed by the parties. Unless otherwise agreed, COMMAS is entitled to deliver translations electronically by email.
Certified translations are delivered to the customer as agreed by the parties. Unless otherwise agreed, COMMAS is entitled to deliver certified translations by standard mail, registered mail or courier. Delivery is regarded as having been made at the time when COMMAS submits the translation.
COMMAS is not liable for non-delivery or delay attributable to the postal services, the ISP (Internet Service Provider) or other providers, errors or limitations in the server systems of the customer or others or the like.
COMMAS delivers the translation in the format agreed between the parties. If the parties have not agreed on a format, COMMAS is entitled to deliver the translation in an electronic file format.
COMMAS is obliged to store all material received from the customer and all translated material for a minimum period of one (1) month from the time of delivery to the customer.
COMMAS often uses a translation tool that stores common phrases and words specific to each customer and ensures a consistent quality in translations for its customers. The translation memory is the property of COMMAS. If it is necessary for COMMAS or the customer that the original documents contain personal data, COMMAS or its freelance translators will ensure that such personal data are not stored in the translation memory.
§ 4. Time of delivery
The time of delivery is agreed in writing between the customer and COMMAS before the order is initiated.
If full or partial payment in advance has been agreed, the time of delivery will begin to run when COMMAS has received the advance amount.
If COMMAS is not able to meet the agreed time of delivery, COMMAS is obliged to notify the customer of this forthwith.
Notwithstanding any delay, delivery is regarded as having been made on time if delivery is made two (2) business days after the time of delivery stated in the order confirmation.
COMMAS cannot be held liable in damages for any delayed delivery or non-delivery if the duration of the delay is not substantial, or if the delay or the non-delivery is due to delayed delivery or non-delivery from a sub-supplier, including freelance translators, data failure, power failure, disruptions of the Internet connection, stroke of lightning, fire, water damage, flooding, war, terrorism, natural disaster, legislative amendments or any other cause outside of COMMAS’ control.
COMMAS’ liability for delay in any case is limited to the fee charged. The liability in damages is limited to direct damage/loss.
COMMAS is under no circumstances liable in damages to the customer for loss of profit, loss of savings or other indirect loss or consequential damage resulting from the use of the translation delivered or inability to use the translation.
§ 5. Prices and payment
All prices are exclusive of VAT.
The prices stated for translation, revision and certification of translations (certification fee) do not include graphical design or other DTP work. The fee payable for such work is negotiated separately.
Invoices fall due for payment at the due date indicated in the invoice, unless otherwise agreed in writing.
In the event of late payment, COMMAS will be entitled to charge dunning fees in accordance with the Danish Interest Rate Act (renteloven). Default interest will be charged at a rate of 2% per month or fraction of a month. In the event of non-payment, COMMAS will be entitled to withhold delivery of work in progress without incurring any liability for this.
The customer is not entitled to withhold payment or a part thereof due to complaints or objections against the work performed by COMMAS.
§ 6. Customer’s obligation
The customer is obliged to anonymise personal data in all documents before submitting them for translation to COMMAS.
§ 7. Subsequent changes made to assignments
The customer is entitled to make changes to the assignment after having received the order confirmation, including wording, volume or the like.
In such case, COMMAS will be entitled to defer the time of delivery. If the content and volume of the assignment is changed, COMMAS will be entitled to charge a fee for the extra work resulting from such change in addition to the agreed fee.
Any changes are subject to COMMAS’ acceptance in writing.
§ 8. Subsequent cancellation
The customer is entitled to cancel an assignment against payment of a fee for the work already performed. However, COMMAS will be entitled to charge a minimum of 25% of the agreed fee.
The customer will be entitled to receive any work already performed by COMMAS at the time of cancellation.
§ 9. Quality
COMMAS uses the services of freelance translators for the customer’s assignments and selects such freelance translators based on their competences and specialities.
To achieve the quality level required for the translation to be performed by COMMAS, the customer is obliged to make available any necessary information about the text to be translated, including any required special terminology or language usage.
If the customer has not submitted any such special directions or any reference material or glossaries before the translation is initiated, technical terms will be translated by the terms generally comprehensible for such technical terms.
The customer is also obliged to answer any queries from the translator which are necessary for the translator to produce a translation of the highest possible quality.
§ 10. Errors and omissions in the translation delivery
Any objections against objective errors and/or omissions in the translation delivered must be made in writing to COMMAS within 14 days of delivery.
COMMAS is obliged to submit a reasoned reply to such objections within 14 days of receipt thereof.
If COMMAS accepts the objection, COMMAS will be obliged to remedy any errors or omissions free of charge within 14 days. Otherwise, the customer will be entitled to demand a reduction of the price of the translation.
If errors and/or omissions are remedied without COMMAS’ written acceptance, the customer will not be entitled to a reduction of the price or any other kind of compensation.
COMMAS’ liability for errors and omissions in any case is limited to the fee charged. The liability in damages is limited to direct damage/loss. COMMAS is under no circumstances liable in damages to the customer for loss of profit, loss of savings or other indirect loss or consequential damage resulting from the use of the translation delivered or inability to use the translation.
§ 11. Liability in damages and indemnification
With regard to liability for delay, reference is made to clause 4, and for errors and/or omissions, reference is made to clause 10.
The customer is obliged to indemnify COMMAS for any claim made by a third party as a result of an alleged infringement of rights of ownership, intellectual property rights or other rights to the source text and the translated or revised text delivered by COMMAS.
COMMAS cannot be held liable for damage to or loss of documents, information or the like made available to COMMAS by the customer, or for loss or damage resulting from the use of information technology, the Internet or new forms of telecommunications, unless it may be proven that COMMAS has acted with gross negligence in this respect.
§ 12. Copyright
Unless otherwise expressly agreed, the customer has the copyright to any translation delivered by COMMAS.
§ 13. Confidentiality
COMMAS treats all information received from the customer as commercially confidential and is not entitled to publish or otherwise disclose any information received to the public or a third party with the exception of information submitted to sub-suppliers for the purpose of performing the agreement.
COMMAS is obliged to ensure that any sub-suppliers comply with the duty of confidentiality.
§ 14. GDPR
COMMAS is the data controller for the personal data processed in connection with the conclusion and management of this agreement.
The ground for processing and the purpose of the processing are based on Article 6(1)(b) of the General Data Protection Regulation (agreement management).
COMMAS stores contact information in the form of the name, email address and telephone number of the customer’s contact. Other personal data may be obtained if necessary for the management of the agreement.
However, sensitive personal data will never be obtained or stored. COMMAS will only store personal data for as long as necessary for the fulfilment of the purpose. COMMAS will not disclose personal data to a third party, unless COMMAS is under an obligation to do so.
§ 15. Governing law and venue
Any disputes between the parties arising out of this agreement, which disputes cannot be settled amicably, must be settled by the District Court of Aarhus in accordance with Danish law.