GENERAL TERMS AND CONDITIONS FOR THE PROVISION OF SERVICES
Last review: 21/08/2017
These General Terms and Conditions for the Provision of Services (hereinafter, General Terms and Conditions) apply to all orders placed with Okodia SLU (hereinafter, Okodia) by the Customer, and constitute a legal contract between the Customer and Okodia regarding the provision of translation/review/localisation/layout services.
In the event that the parties expressly agree to work in accordance with Specific Terms and Conditions, the clauses of these Specific Terms and Conditions will prevail for those that conflict with the General Terms and Conditions, and the rest will remain unchanged. The possible invalidity of any clause will not affect the validity of the others.
The customer’s own General Terms and Conditions will only enter into force following express and written acceptance from Okodia.
From the first order, it will be understood that the customer has accepted the General Terms and Conditions, without the need for subsequent confirmation, unless there is a change in them within the established period. In that case, the General Terms and Conditions will be provided to the customer again so that they can accept them.
The sending by the customer of original material implies their acceptance of all the General Terms and Conditions. Acceptance of the quote prepared by Okodia constitutes the consequent confirmation of the order, as well as acceptance of the General Terms and Conditions.
– Okodia: refers to any of the brands of Okodia SLU, as well as its internal employees and authorised external collaborators.
– Customer: refers to the person, company, organisation, etc., who arranges or pays for the work, or the person authorised to represent a company, organisation, etc.
– Translation: refers to the conveyance of a message in a source language to an equivalent message in a target language, in accordance with best professional practice in the sector. The translation work is carried out by a single professional native translator and includes a self-review by that same translator. It does not include a review by a different professional translator.
– Review: refers to the re-reading and review of a translation in order to find and correct possible errors in the target language compared to the source language. The review work is carried out by a professional translator different to the translator who carried out the translation.
– Localisation: refers to the transfer and adaptation to a specific culture of a message in a source language to an equivalent message in a target language, in accordance with best professional practice in the sector. The localisation work is carried out by a single professional native translator and includes a self-review by that same translator. It does not include a review by a different professional translator.
– Translation + Review: refers to the combination of translation and review. This service is performed in accordance with the ISO 9001 and ISO 17100 standards.
– Layout: refers to the organisation, in a space, of written and graphic content (graphic aspect of publishing activity).
– Translator: refers to the internal employee or external collaborator professional at Okodia who is responsible for carrying out the translation, localisation or review.
– Certified translator: refers to the internal employee or external collaborator professional at Okodia who is responsible for carrying out the certified translation. The certified translator is a member of the appropriate body in each case.
– Layout editor: refers to the internal employee or external collaborator professional at Okodia who is responsible for carrying out the layout.
– Source language: refers to the language in which the original material is written.
– Target language: refers to the language into which the content of the original material must be translated, resulting in the final material.
– Original material: refers to the documents and other material given to Okodia to carry out the translation/localisation/review services in accordance with these Terms and Conditions.
– Final material: refers to the final translated/reviewed/formatted version of the original material.
– Urgent: refers to those orders whose delivery deadline is equal to or less than 24 hours, or that require completion or delivery during the night, on public holidays or at the weekend/on bank holidays. The calculation will be based on blocks of 1800 words/working day. Urgent translation work is carried out by a single professional native translator and includes a self-review by that same translator. It does not include a review by a different professional translator.
– Certified: refers to the certification of a translation by a certified translator who is a member of the corresponding body in each case. Certified translation work is carried out by a single professional certified translator and includes a self-review by that same translator. It does not include a review by a different professional translator.
Any quote requested from Okodia for its services is free and without obligation.
In the quoting stage, the customer must provide Okodia with the necessary information to properly prepare the quote (translation language, destination country, format of the text, audience type at whom the translation is aimed, delivery time, word count or volume of work, any other possible considerations that must be taken into account, etc.).
The quote sent by Okodia to the customer includes:
- The volume and unit of work, expressed in words, hours, pages, documents, etc.;
- The name of the ordered item;
- The service (translation, review, translation + review, urgent translation, certified translation, layout, other, etc.);
- The language combination of the order, based on the ISO 639-1, 639-3 or 639-2/639-5 coding;
- The unit rate and currency;
- The total cost of the ordered item;
- The total cost of the order;
- Discounts, fees, taxes. Unless explicitly specified otherwise, quotes do not include discounts, fees or taxes, which will be applied to the corresponding invoice, if they apply;
- The delivery date of the order;
- Conditions and method of payment;
- The validity of the quote and other specific considerations of the order itself.
4. Prices and rates
Unless specified otherwise, the rates do not include fees, taxes or refunds for shipping costs, tax stamps, expenses, accommodation, travel, etc.
Okodia will carry out the stipulated service and invoice it in accordance with the terms and prices given in the quote.
Promotional offers cannot be combined with other promotional offers or with other discounts.
Offers and quotes confirmed outside the validity period indicated in the quote will not be considered binding upon Okodia, unless explicitly stated otherwise.
Okodia reserves the right to modify the prices, rates and estimated delivery date indicated in prior quotes, after receiving and assessing the complete original material. Okodia will inform the customer of any additional cost or change to the delivery dates before starting work on the order.
All orders will be confirmed in writing by e-mail or, in exceptional circumstances, over the telephone, and must be accompanied by all the information and reference material required to properly perform the requested service (such as possible glossaries or specific technical terminology, style guides, images, audience type at whom the text is aimed, destination country, etc.). If the customer has not informed Okodia of an important element of the service, they will not be entitled to any type of discount or compensation for any possible deficiencies derived from this.
Okodia reserves the right not to start work on the order until it receives acceptance of the quote. If the confirmation of the order is not received within the quote validity period, Okodia reserves the right to consider the quote null and void and produce a new quote.
In the case of existing customers who do not require a prior quote, or in the absence of a specific quote, all orders will be carried out in accordance with the rates agreed or previously established in previous quotes of a similar nature.
The delivery time specified in the quote for the completion of the order will be calculated from the acknowledgement of receipt of this confirmed quote, so long as Okodia has received all the original material through the agreed channels.
The customer declares and guarantees that a)they own the original material or have the right to use or transfer it; and b) the translation of the original material and the publication, distribution, sale or any other use assigned to the final material does not violate any copyrights, registered trademarks, patents, confidentiality or other third-party rights and that it will therefore be used solely for purposes permitted by law.
The provision includes the service explicitly indicated in the Service section of the quote, and the delivery of the order by e-mail or the manner agreed in each particular case. In the event of receiving non-editable original material, the order will be delivered in a format that is as similar as possible to that of the original material.
For orders that, due to their characteristics and at the customer’s request, require layout work, the customer must deliver the the corresponding source files together with the editable original material. During the correction of the layout phase, good communication links must be established between Okodia and the customer, who must remain available and reachable by Okodia in order to guarantee the agreed delivery time.
7. Delivery times
The delivery time will only be binding after receiving explicit written communication by Okodia. The times given correspond to British Greenwich Mean Time (GMT).
If the delivery time cannot be met, Okodia will notify the customer as soon as possible, within a reasonable minimum period, and will agree another delivery time with them. The delivery will be considered to have taken place when it has been demonstrably performed through the agreed means (physically or electronically) and in the agreed place. The delivery deadline will be considered not to have been met when the delivery is delayed by more than 24 hours (12 hours for urgent translations), and the customer has demonstrably informed Okodia of the situation by e-mail or telephone with sufficient notice.
In the event of delays of more than 24 hours, and so long as this delay is directly and solely attributable to Okodia and no agreement has been reached with the customer to change the delivery date, a refund will be made, as agreed between the parties, of an amount less than or equal to 100% of the work delivered late.
In no case will Okodia be responsible for delays derived from cases of force majeure or due to circumstances not attributable to Okodia, including illness, accident or temporary disability of any member of the working team, the malfunction of fax, e-mail or other postal or terrestrial means not controlled directly by Okodia. Okodia is also not responsible for any delay in the delivery due to a delay in the sending of the original material, this not being in the correct format or this correct format not being delivered by the customer within the agreed time.
8. Modification/cancellation of the order
8.1. Modifications or additions to the original material
In the event that the customer asks to make a modification or addition to the original material during the execution of the order, the customer must immediately give Okodia clear written instructions about the changes to be made and the position regarding the copy previously sent.
Okodia will inform the customer about the impact, in terms of cost and time required to make the modifications or additions to the original material, as soon as possible. This will be calculated based on the quantity and nature of the changes, as well as the volume of the order that has already been completed.
It will be the customer’s responsibility to bear the cost of these modifications or additions.
8.2. Cancellation of the order
In the event of non-compliance by Okodia or the Customer, both parties will have the right to cancel the order, notifying the other party in writing. The customer also has the right to cancel the order at any time and for any reason, notifying Okodia of this in writing.
If the order is cancelled, the customer will be obliged to pay Okodia for 100% of the cost corresponding to the services completed up to the cancellation of the order. In terms of the remaining part of the work, Okodia reserves the right to apply a discount or invoice the full amount agreed, based on preparation work for the incomplete part, the time and resources spent working on the order, delivery costs or other extraordinary expenses or damages resulting from this cancellation.
Okodia will be obliged to return all original material and data received to the customer, as well as all final material existing at the time of cancellation. Okodia reserves the right to retain the original material and final material as a way to guarantee the payment of the full amount owed by the customer.
9. Service quality
Okodia will offer the service in the agreed times and based on standard quality levels, with the utmost accuracy in relation to the original, drafted in a natural style and in accordance with the uses and practices of the profession, translating/reviewing special terms in accordance with their conventional meaning. Okodia will also use all the resources at its disposal to take the information provided by the customer (glossaries, style guides, preferences, abbreviations, etc.) into consideration and integrate them into the order.
Okodia does not accept any responsibility for any inconsistency, ambiguity, poor quality, spelling mistakes, inaccuracy, errors, etc., in the original material. The customer is solely responsible for verifying the technical coherence of the original material. Okodia will do its best to correct these defects in the translation. However, the customer accepts that such a translation may not have the same nuances as the original text. As a result, Okodia will not accept any responsibility for any alleged lack of advertising, commercial or image impact, or any other type of problem derived from initial errors committed by the customer.
The customer must clearly and expressly indicate to Okodia the intended destination for the translation; otherwise it will be understood that the purpose of the translation is merely informative and for the customer to be able to understand it. In particular, the customer must indicate whether the translation is intended to form part of the final documentation for tenders and bids, contracts, patents, printing or publication, electronic publication, or any other purpose.
In the event that the order has to be used for a purpose other than that indicated by the customer when requesting the quote, the customer must notify Okodia as soon as possible so that it can authorise or confirm the appropriateness of the translation for its new purpose.
In the event of disagreement regarding the terminology, Okodia undertakes, showing all necessary good faith, to try and find the solution that best suits the customer’s requirements and to make the corrections as soon as possible without, however, the content of the entire document being called into question. If the customer does not explicitly make any claim at the time of receiving the translation, it will be deemed to be in accordance with the order, in both qualitative and quantitative terms.
In the event of orders classified as urgent, Okodia reserves the right to refrain from carrying out certain stages of the quality control in order to respect the deadlines proposed by the customer. The customer accepts that this could lead to a decrease in the quality of the work delivered, for which Okodia cannot be held responsible in any way.
The customer must notify Okodia in writing of any claim related to the provision of the service within a period of less than thirty (30) calendar days from delivery. The customer must also provide arguments about the content, as well as a detailed description of the claim or possible translation errors (specified below in point 11), making reference to glossaries, dictionaries, standard practice in the sector, etc.
In the event that the claim is reasonable, Okodia will proceed, at no extra cost and within a reasonable period of time, to fully or partially review and correct the order and, in this case, it may offer the customer a discount for the inconvenience caused.
If the customer has not made any claims by the end of the period established above, it will be understood that they fully and unreservedly accept the delivered final material, and Okodia will not accept any responsibility or obligation for any possible translation/review/localisation/layout errors.
Any claim made on a later date will only be processed if Okodia agrees to do so as a goodwill gesture.
After this period, Okodia will continue to be responsible for errors that the Customer proves have been caused intentionally or negligently and that could not reasonably have been detected during the period established after the delivery. Okodia will be completely released from this responsibility one (1) year after the work was delivered to the customer.
The Customer fully accepts the records stored in Okodia’s systems related to the conversations between Okodia and the customer, unless proven otherwise. The filing of a claim will not exempt the customer from their payment obligation.
11. Translation errors
The following will be considered translation errors:
– grammatical and spelling errors;
– fragments of untranslated text;
– translations whose meaning is clearly wrong.
The following cannot be considered translation errors:
– stylistic and personal preference issues;
– discrepancies derived from possible ambiguities present in the original material;
– disagreements related to the terminology used, unless the customer has provided specific information and instructions in this regard.
12. Limitations of liability
Okodia is exempt from all responsibility in the event of errors caused by incorrect or ambiguous terminology or wording in the original material or in the stipulated instructions. Okodia is also not responsible for corrections or changes that the customer or any other person makes to the order after the delivery.
Okodia is responsible for direct damages caused to the customer for a maximum total financial amount of the monies received for the order. In any case, Okodia does not accept any responsibility for any type of indirect or consequential damage, nor for any type of direct or indirect damage derived from claims made against the customer by third parties resulting from the services performed by Okodia.
This limitation, however, is not applicable in cases where Okodia acts intentionally showing bad faith or negligence.
The customer undertakes to only send Okodia copies of the data to be processed; under no circumstance will they send the originals (unless strictly necessary). Okodia is not responsible for the return, loss or damage suffered by the original material. In the event that the original material delivered to Okodia is irreplaceable or valuable, it will be the customer’s responsibility to acquire adequate insurance to cover possible damages resulting from the whole or partial loss or destruction of this material.
Okodia has professional Civil Liability insurance which covers it for possible damages with a maximum of €300,000 per claim and a maximum of €300,000 per year.
Okodia uses antivirus programs and firewalls to protect itself against possible computer attacks. However, it is not responsible for damages caused by the possible transmission of viruses, worms, Trojans, spyware, etc. to the customer. The customer is obliged to verify that the computer files are clean of all types of viruses or malicious code before they are sent to Okodia, and also undertakes to verify the cleanliness and integrity of the computer files received from Okodia before their use. If our computer systems are infected due to causes attributable to the customer, Okodia reserves the right to wholly or partially cancel the order.
13. Payment terms and methods
The customer who places the order (accepts the quote) is the first and only party responsible for payment of the purchased services, even in the event that they are not the final recipient of the order or they place the order on behalf of third parties.
Okodia will invoice the customer the amount that they must pay for the provision of the service, in accordance with the terms and conditions established in the quote or the specific terms and conditions arranged with the customer. If, for technical reasons, it is not possible to invoice the customer within the established period, Okodia may submit the invoice for collection in the following periods. If, due to this reason, the payment is accumulated over a period of three months or more, the customer may choose to split the payment of the outstanding amounts into as many parts as months that have been accumulated.
Okodia may invoice for immediate collection the amounts owing when:
- the order is suspended, interrupted or cancelled;
- the customer breaches the General or Specific Terms and Conditions;
- there is fraud or risk of non-payment.
The customer agrees that Okodia can issue it the invoices corresponding to the service in electronic format (PDF by e-mail). The invoices will include the applicable taxes and fees in accordance with current legislation.
Unless the parties agree to another term and method of payment, this will be made by bank transfer to the account indicated by Okodia within thirty (30) days of the issuance of the invoice (exchange, transfer fees, etc., are borne by the customer).
In accordance with current Spanish Law, the maximum payment term is sixty (60) days (except in specific circumstances agreed between the Parties), from the issuance date of the invoice. If there is a delay in the payments of the amounts owed by the customer and they are made at a later date than that stipulated in the invoice sent, Okodia may decide, at its sole discretion, to apply late payment penalties. The rate applicable when calculating these will be that corresponding to the default interest rate of 7% for every month of delay in the payment, applied to the invoice amount, as well as compensation for administrative and management expenses of €80, in accordance with Article 7 of Spanish Law 3/2004 on Late Payments. These penalties will be applied from the day following that of the date of enforceability set forth in the invoice, and will be automatically due to Okodia with full rights without the need for any formality or request. This will give rise to the immediate enforceability of all amounts that the customer may owe to Okodia, without prejudice to any other action that Okodia has the right to take in this regard against the customer. In the case of delivery in instalments, at the time when the customer is notified of the breach of an intermediate payment, Okodia may suspend the service commissioned from it by this customer until the unpaid amount has been paid or the application of new terms and conditions has been agreed. Using this solution will not affect any amount owed, and Okodia shall not incur any liability in relation to the customer or any third party. In the event of a breach of the payment conditions mentioned above, Okodia reserves the right to cancel the provision of the services requested by the customer, suspend the execution of its obligations and cancel any possible discounts it had granted to the latter until it has received the full payment owed. Likewise, in the event that the invoice amount is not paid within the period indicated in current Spanish Law, Okodia reserves the right to include the customer’s name and the details of their company in the Spanish Register of Unpaid Acceptances (RAI in Spanish).
In the event of a breach of the aforementioned payment conditions, Okodia reserves the right to suspend its services and the customer cannot demand any appeal in this regard. The application of this clause will not exempt the Customer from paying the invoices owed.
14. Ownership and rights of use
Unless expressly stated, all rights of ownership, use, exploitation and authorship will remain in Okodia’s exclusive possession until the moment when the total amount of the invoice corresponding to Okodia is paid in accordance with the payment conditions specified in the quote, on the invoice, in these general terms and conditions or those expressly agreed in each case. When this payment is made, all of the aforementioned rights will be automatically transferred to the customer.
The customer also acknowledges that the translations carried out by Okodia constitute new documents, with respect to which the copyrights will belong both to the author of the original document and to Okodia until the moment when the stipulated payment is made in accordance with that indicated above. Notwithstanding the foregoing, in the case of literary or artistic works, and without prejudice to its economic rights over its works, Okodia reserves the right to demand that its name be mentioned on all copies or publications resulting from its services.
In this regard, any full or partial use of an order that has not been fully paid in accordance with the corresponding agreed and accepted payment conditions will constitute a case of illegal use and misappropriation. In this case, Okodia reserves the right to claim the immediate payment of the order and, where appropriate, compensation derived from the copyrights, as well as the right to act against the infringing party using all legal and administrative means at its disposal.
Regardless of that stated above, the customer acknowledges that Okodia is the sole and exclusive owner of all the rights related to a) inventions, methodology, innovations, data, technology, programs and databases used or developed in and during the completion of the order by Okodia.
Okodia undertakes to respect the confidentiality of the information made available to it before, during and after the provision of its service. The original material will be returned to the customer at their request.
Okodia guarantees that both its employees and its collaborators have expressly accepted and signed a confidentiality clause, and that they work in accordance with the ethical code of their profession and in good faith.
Okodia will not accept any responsibility if information is intercepted or diverted during the sending of data, specifically over the Internet or by any other physical means. Consequently, the customer must notify Okodia, in advance or at the time of requesting the order, of the manner in which they wish to send their data to guarantee the confidentiality of any sensitive information.
Before sending any document or information to Okodia so that it can complete the service, the customer must ensure that they are authorised for these purposes. That is, they must be the author of the original document or have obtained prior and written authorisation from the owner of the copyrights over the documents before requesting the order. Otherwise, Okodia will under no circumstance accept any responsibility if all or part of the documents entrusted to it by the customer violate the intellectual property (or any other) rights of third parties, or the applicable legislation. In this case, the customer will be solely responsible for any damages and financial consequences that could be caused by their negligence.
The customer authorises Okodia to store and use the original material and the final material during the validity of the contract for the sole purpose of providing the services ordered. Without the prior written consent of the customer, Okodia will not be authorised to publish, disclose or deliver any type of confidential information to third parties, except collaborators authorised by Okodia whose operational or consultative role requires them to be granted access to this information in order to fulfil the requested order. The provisions of this paragraph will not apply when Okodia is required by law to disclose this information or when it is, or becomes, in the public domain without Okodia having previously disclosed it. The customer also authorises Okodia to perform commercial or marketing actions related to the nature of the order without disclosing any information that is sensitive, confidential or that could damage the image or cause any type of direct or indirect damage to the customer or its customers.
In order to fulfil the order, Okodia is authorised to contract and subcontract collaborators, qualified third parties and independent translators/reviewers/layout editors, etc., who are also subject to the obligation of professional secrecy and confidentiality. Unless otherwise specified in writing, Okodia may consult experts related to the subject of the order in order to fulfil the order to the required quality and without revealing sensitive or confidential information.
Any contact between the customer and the third party commissioned by Okodia to fulfil the order will be subject to the explicit and written approval of Okodia. Without the express approval of Okodia, the customer will not be authorised to contact the professional(s) working on the order requested by the customer. This includes within the scope of this order, during successive orders and for a period of three (3) years from the last order assigned to Okodia.
The confidentiality obligation will remain in force once the contractual relationship has ended.
Likewise, unless the customer expressly requests otherwise, the customer authorises Okodia to disclose their identity and logo on the commercial references, commercial documentation and website of the Okodia Group. This free authorisation does not grant Okodia any right over the customer’s name or logo, which will always remain the sole property of the customer.
16. Data protection
In accordance with that established in Organic Law 15/1999, of 13 December, on Personal Data Protection and its implementing regulations, the customer is informed of and accepts, to the extent that this is legally necessary, the following circumstances:
- Their personal data will be incorporated and processed in the personal data files owned and managed by Okodia in order to manage the service being purchased, for their internal use, to offer and perform operations, as well as for the administrative, financial and accounting management derived from the provision of this service.
- Okodia may communicate or transfer their data to other entities related to the provision of its services or other auxiliary ones, for the indicated purposes (such as employees, financial institutions, advisers, etc.), under the terms set forth in the indicated law.
- The customer may exercise their rights of access, rectification, cancellation and objection under the terms established in the current legislation, using any means that proves the sending and receipt by Okodia at its registered office.
Likewise, in accordance with the provisions set forth in article 22 of Spanish Law 34/2002, of 11 July, on Information Society Services and Electronic Commerce (LSSICE in Spanish), Okodia informs the customer of its intention to send them commercial communications by e-mail or any other equivalent means of electronic communication. If they do not want their data to be processed for the purpose described above, they can indicate this in writing in any of their communications with Okodia.
17. Modifications to the General Terms and Conditions for the Provision of Services
Okodia reserves the right to modify its General Terms and Conditions for the Provision of Services at any time and without prior notice. It also undertakes to keep the General Terms and Conditions accessible to the Customer through the website and up to date. Any new version of the General Terms and Conditions invalidates those created on previous dates.
18. Address and notifications
The address of Okodia SLU is C/ Núria 57, 08191 Rubí, Spain and, for notification purposes, it is Apdo. de correos 37007, 08011 Barcelona, Spain. Company registered in the Mercantile Registry of Barcelona, Volume 42860, Folio 153, Sheet B-416235, Entry – Tax ID (CIF) no. ES-B65659963.
For notification purposes, the customer’s address will be considered to be that listed in Okodia’s customer file, in accordance with the data provided by the staff authorised by the customer.
19. Applicable law and jurisdiction
The General Terms and Conditions for the Provision of Services will be governed by Spanish legislation. Okodia, its lawful owner and the customer, expressly waiving any other jurisdiction that may correspond to them, submit to the jurisdiction of the Courts and Tribunals of Barcelona (Spain).