1. Subject of the assignment

1.1 The Client and Afford Translations and Interpreting Ltd (hereinafter: the Contractor) agree that, upon an assignment from the Client, the Contractor shall provide the following services to the Client with regard to the source language text sent electronically (via e-mail) or provided in hard copy (hereinafter: the Source Material), by the set deadline, to the target language specified by the Client:

a) translation of the source text to the target language requested by a professional translator (hereinafter: translation);

b) translation of the source text to the target language requested by a professional translator and proofreading by an independent professional (hereinafter: translation with proofreading);

c) checking and correction of a text already translated to the target language (hereinafter: monolingual proofreading);

d) checking and correction of a text already translated to the target language on the basis of the source text (hereinafter: bilingual proofreading);

e) translation of the source text to the target language with proofreading and super proofreading (hereinafter print ready translation).

These general terms and conditions also set out the detailed rules for the relationship entered into by the Client and the Contractor with regard to an interpreting job (hereinafter: interpreting).

1.2 The Client is aware that, according to the current laws, certified translations, certification of a translation and foreign language certified copies - unless it is otherwise provided by the law - can only be made by the Hungarian Office for Translation and Attestation, therefore the Contractor is not entitled to pursue this activity In this contract, the Contractor undertakes to carry out the translation task with the maximum diligence.

2 Orders

2.1 The Client shall be required to send any orders to the Contractor in writing. In the assignment the Client is required to specify exactly which of the Contractor’s service(s) listed in Section 1 the order relates to. Simultaneously with the order, the Client is required to specify the intended use of the ordered work; in the absence of such communication the Contractor shall not be liable for damages related to the nature or purpose of the use. The service contract shall be established upon confirmation from the Client, with the content specified in the confirmation. Before the confirmation, the Contractor provides a quote for the task in question to the Client, in which case the conclusion of the contract shall be conditional on the written acceptation of the proposal by the Client. The Contractor hereby informs the Client that all order-related electronic correspondence is received by the Contractor at the afford@afford.hu e-mail address.

The written confirmation sent back by the Contractor electronically contains the size of the text subject to the assignment, the fee for its translation and the delivery deadline. The Client agrees that the contract with the Contractor is concluded at the price set out in the confirmation.

2.2 The Client shall appoint and supervise the persons within its organisation authorised to issue orders. The Contractor shall not verify the authorisation of the person acting on behalf of the Client during the order procedure. The Client may not rely on ultra vires. either after the confirmation of the order submitted, or after the partial or full completion of the translation or proofreading carried out on the basis of an order in order to avoid paying the fee or to decrease the amount payable.

2.3 For multiple/subsequent orders, the validity of the Client’s orders shall be further conditional upon the full payment of any invoiced fees and that it has no outstanding debts towards the Contractor under any title.

2.4 The Client agrees that the Contractor shall perform specialised translation under Decree 24/1986.(VI.26.) MT on specialised translation and interpreting only subject to a separate order from the Client. Also, the Contractor shall arrange for an interpreter holding an interpreters’ certificate under the above referred legislation subject to a separate order.

2.5 The Client agrees that, by approving the quote, it grants its consent to the Contractor to use the work undertaken under that assignment as a reference by specifying the Client.

3 Delivery deadlines

3.1 For translation and proofreading:

The Contractor completes the assignments by the following deadlines:

a) normal deadline: 2,500 words /working day

b) urgency: 2,500-5,000 words /working day

c) express: weekend work or more than 5,000 words /working day.

The Client shall forward the text subject to the assignment electronically to the Contractor. For the purposes of calculating the deadlines and setting the price, the size of the Source Material is determinant. In the event where the Client is unable to send it in electronic form, the calculation of the deadlines and setting the price takes place on the basis of the size of the target language material. In this case the Parties consider a +/- 10% difference as acceptable tolerance for the calculation of the size of the target language material that results in no automatic change in the fee for the assignment.

3.2 For interpreting:

The interpreting time lasts from the arrival of the interpreter at the site until the interpreter leaves the site.

A half-day fee will be be charged by the Contractor: where the interpreter is available for a maximum of four hours;

A one-day fee will be will be charged by the Contractor: where the interpreter is available for longer than four hours but a maximum of eight hours;

A supplementary fee will be charged by the Contractor: for each commenced hour in excess of eight hours a day, at 1.5 times the hourly rate calculated from the daily fee.

In the event of work outside the administrative boundaries of Budapest, the settlement unit is one day.

4 Payment terms

4.1 The Contractor may make the effectiveness of the confirmed order conditional upon the prepayment of an advance fee for the assignment. In this case, the Client shall be required to transfer the advance fee, on the basis of a prepayment invoice from the Contractor, within two business days to the Contractor’s account as follows: Raiffeisen Bank Zrt, 12010501-01057350-00100006. In this case, the order shall be deemed accepted by the Contractor, notwithstanding Section 2, when the prepayment is credited to the Contractor’s account or upon sending a copy of a bank certificate of a submitted irrevocable and appropriately covered transfer order electronically to the Contractor.

The Client is required in each case to pay the fee specified in the quote to the Contractor for the fulfilment of the assignment. The Client shall bear the costs incurred with the transmission of the completed work (by courier, mail, etc.) where it is not to be sent electronically, at the special request of the Client.

The interpreters’ fees applicable for orders for interpreting shall be set out in each case in the individual quote from the Contractor. In the event of interpreting outside the administrative boundaries of Budapest, the travel costs shall be borne by the Client.

4.2 The Client shall be required to pay the fee for the assignment within eight calendar days following the issue date of the Contractor’s properly issued invoice to the bank account of the Contractor as follows: Raiffeisen Bank Zrt, 12010501-01057350-00100006. The Parties can agree different due dates for the invoices. In the event of late delivery the Client is required to pay late payment interest to the Contractor as specified in the Civil Code. The late payment interest is due from the date when the delay starts.

4.3 For translation and proofreading, where the Client withdraws from the contract grounds following the submission of an order on other than defective or late delivery, the Client will be subject to the following payment obligation to the Contractor:

• before the commencement of the work, the certified costs incurred by the Contractor in order to perform the assignment, and 50% of the full translation fee calculated on the source language, and the reimbursement for the preparatory work carried out for the purposes of that assignment;
• after the commencement of the work, the cost reimbursement envisaged above and flat-rate compensation, as well as the fee for the translation, proofreading or interpreting work already completed until the withdrawal.

4.5 For interpreting, where the Client cancels its order within 3 business days before the agreed time of the interpreting, the Client is required to pay the Contractor 100% of the agreed fee for the assignment, and, where the cancellation takes place within 5 business days before the agreed time of the interpreting, 50% of the agreed fee for the assignment.

5 Late delivery by the Parties, defective performance, liability

5.1 The Client shall forward the text to be translated via e-mail, fax, or courier or in person to the Contractor. The Client is aware that it is the liability of the Client where readability issues occur during the transmission of the text. The Client shall be required to send the text to be translated upon the order, at its own cost, by the method chosen by it, to the Contractor. All risks arising from the transmission of the text to be translated shall be borne by the Client, in particular the risk of late receipt, loss, damage or destruction.

5.2 The Contractor shall be required to notify the Client immediately upon the receipt of the text to be translated and/or the material required for the interpreter’s preparation via e-mail or other verifiable means where late delivery can be expected in the completion of the translation / proofreading assignment due to the late receipt of the text to be translated/proofread or the preparation material or where repeated transmission is required due to readability issues.

In the event of a delay compromising the agreed delivery deadline - unless the Parties jointly agree on a new delivery deadline - the Client shall be entitled to withdraw from the assignment in a written declaration addressed to the Contractor within one hour of becoming aware of the expected delay via e- mail or other verifiable means.
This withdrawal shall be subject to Sections 4.4 and 4.5 of this assignment.

Where the Client chooses not to withdraw from the assignment, the Parties shall be required to set a new delivery deadline, to be confirmed by the Client to the Contractor via e-mail. The order shall be deemed to be accepted upon its confirmation by the Client.

In the absence of an agreement on a new delivery deadline or transmission of the text to be translated/proofread or preparatory material, where the Client fails to make a withdrawal declaration, the Order shall be deemed to be ineffective in the cases specified in this Section.

5.3 The Client warrants that it is fully authorised to engage the Contractor with the activity subject to this assignment. Where a third party enforces a claim against the Contractor either on the grounds of infringement of its copyrights or another title, the Client undertakes to indemnify and hold the Contractor harmless with regard to such claims. Where litigation is initiated against the Contractor, the Client undertakes to intervene in the court case, at the request of the Contractor and on the side of the Contractor and shall take every effort to promote its success.

5.4 The Client shall be required to review the work completed by the Contractor without delay. The Client can enforce a complaint against the Contractor on the basis of the quality of the translation / proofreading for normal translations within three calendar days following the receipt of the translated text and, for urgent or express translations, two calendar days following the receipt of the translated text,. The Client shall be required to specify the deficiencies and errors in the translation and the nature of the errors as exactly as possible. The Contractor shall be required to correct the errors within three calendar days for normal translation, and within two calendar days for urgent or express translations. In the event of the unsuccessful expiry of this deadline or repeated defective delivery, the Client shall be entitled to withdraw from the assignment subject to the payment of 50% of the fee for the assignment. The Contractor excludes its liability for any kind of claims arising from translation errors due to errors, deficiencies and unclear wording in the source text. For translations where no specialised translation / specialised proofreading was requested, the Client can exclusively refer to obvious translation / proofreading errors.

Where the Client fails to provide preparatory material for the interpreting to the Contractor or fails to provide it in a timely manner compared to the volume of the preparatory material, the Contractor shall not be liable for any errors in the interpreting.

5.5 The Contractor shall provide the services set out in the individual order from the Client and confirmed by the Contractor exclusively, and shall be liable only for the performance of the processes within this service by the agreed deadline. The Client may claim compensation from the Contractor on the grounds of inadequate translation / proofreading quality only where it availed of the correction referred to in section 5.4 but it failed to bring any result. The Contractor undertakes to pay compensation for certified and proven damage up to 50% of the assignment value but up to a maximum of HUF 100,000.

6 Performance by the Contractor

6.1 The Contractor may use third parties when performing the assignment. The Contractor shall be liable for the activity of the contributor in the same way as it has acted itself.

6.2 As a result of the Contractor’s translation activity, either an accurate translation or a translation of an individual nature is created, i.e. in the latter case a work subject to ex lege copyright protection is created. Upon the payment of the fee for the translation assignment the Contractor shall grant a licence without any restriction in terms of the geographical area, time or the method and extent of the use to the Client with regard to the work provided. The Client shall be entitled to sublicence or to adapt the work. The Contractor, where it is not deemed to be the author of the translation classified as work, warrants to the Client that it avails of the title required to transfer the above licence. The Contractor shall be entitled to enforce all damages incurred as a result of the lack of the Client’s authorisation against the Client.

6.3 The Contractor shall be required to provide the translation, and/or the proofreading in good quality, and as long as the Client specified the purpose of an intended use of the assignment (e.g. printhouse use), in a manner suitable for this purpose. The Contractor shall not be required to translate the subject-specific terminology in the text to be translated/proofread unless the Client provides the translated terminology to the Contractor upon the transmission of the text to be translated/proofread.

6.4 The Contractor shall perform the assignment, depending on the choice of the Client, either in hard copy or in electronic format. The Client agrees that transmitting the text to be translated/proofread or the translated/proofread text via e-mail fails to ensure the confidentiality and maintenance of the integrity of the text. The Client therefore transmits or requests the text to be transmitted via e-mail at its own risk. The Contractor shall not be liable for any damage arising therefrom.

6.5 Upon delivery of the translated/proofread text, the Contractor shall return or destroy the text sent to be translated/proofread, according to the Client’s request, or shall keep them for a period of one (1) year.

6.6 In the event of late performance by the Contractor, the Client pays an agreed reduced fee if, for an express delivery deadline, the delay is 12 hours; for an urgent delivery deadline, the delay is one working day; and for normal delivery deadline, subject to the size of the text, one working day and a further working day for each six thousand words.

7. Scope, termination

7.1 The scope of these General Terms and Conditions cover the assignments concluded between the Parties for translation, proofreading and interpreting; the Parties may depart from its provisions subject to mutual agreement in writing when the Parties’ agreement overrides the relevant rules of these GTC.

8. Other provisions

8.1 In the performance of an assignment, the Parties consider all facts related to the existence or content of the documents provided by the Client, as well as the fee for the assignment, and all facts, data, information and know-how related to the Contractor’s operation or project management processes as business secrets. The Client and the Contractor declare that they take every measure required within their own organisation to keep the confidentiality of the information related to them and classified as business secrets.

The Contractor shall be required to safeguard the business secrets it becomes aware of; in particular, it is forbidden to use them outside the scope of the assignment or for a purpose other than the performance of the assignment, to disclose them to unauthorised third parties or to publish them, or to make them available to unauthorised third parties or to the public. The contributor involved in the performance shall not be considered as an unauthorised third party.

The Contractor shall be required to comply with its confidentiality obligation after the termination of this assignment.

The Contractor is aware that the infringement of the business secrecy may imply civil law, competition law and criminal law sanctions and consequences.

8.2 The Client shall not be entitled to contact the employees and contractual partners (translators, proofreaders, editors, interpreters, DTP specialists, project managers) used by the Contractor by circumventing the Contractor for the purposes of performing tasks subject to this GTC, in particular interpreting, translation, localisation, and related supplementary and intermediation activities. The above circle of persons can by used by the Client exclusively in accordance with the procedure regulated in the GTC. In the event of an infringement of this obligation, the Client shall be required to pay to the Contractor, in addition to compensation for other damages, the amount that would have been due upon ordering from the Contractor.

8.3 The Contracting Parties shall make every effort to settle their disputes amicably.

8.4 This GTC shall be governed by the Hungarian law, and the provisions of the Civil Code shall apply to any issues not regulated herein.

8.5 This GTC was drawn up in the Hungarian and in the English language. Where there are any discrepancies between the English and the Hungarian version, the Hungarian text shall prevail.

8.6 Where the dispute settlement procedure under Section 8.3 fail to bring any result, the Parties stipulate, subject to competence, the exclusive jurisdiction of the Buda Central District Court or the Budapest Environs Regional Court.

Budapest, 2018.