1. SCOPE AND DEFINITIONS
1.1 Legalate AB’s (“Legalate”) main activity is to provide translation Products. The following terms and conditions apply to all translation Products commissioned through Legalate by physical or legal persons (hereinafter referred to as the “Client”). These terms and conditions have, unless otherwise agreed, precedence in relation to any of the Client’s general terms or conditions.
1.2 The Client uploads the text or file (the “Material”), which is to be translated on the website of Legalate. The Client then gets an immediate estimate of how much the translation will cost. When the Client has accepted the estimate, Legalate undertakes to find an appropriate translator for the assignment within 24 hours. If Legalate finds a translator, a confirmation e-mail is sent to the Client with an invoice. The finished, translated product is referred to as the “Product”.
2. AGREEMENT CONCLUSION, PRICE AND CANCELLATION
2.2 Legalate calculates the price of a specific assignment on the basis of the scope of the Material, the desired delivery date and the competence of the translator. Prior to commencing the translation, the Client receives an estimate within a specific interval indicating the price of the Product, as well as any surcharges, costs, delivery costs, VAT and other charges. Unless otherwise specified, prices are excluding VAT.
2.3 Legalate may require security for payment, if it is deemed necessary.
3. MATERIAL, ETC.
3.1 Unless otherwise agreed, the Client is obligated to supply the Material digitally in one of the following ways: Pure text file, PDF file or Microsoft Word document. It is the responsibility of the Client to ensure that the Material is supplied in a format that can be opened by Legalate and without the use of special plug-ins or similar. The Material must be provided in English or Swedish.
3.2 If the Client wants to change the provided Material, for example in relation to the scope, Legalate is entitled to adjust the agreed price and postpone the time of delivery.
3.3 The Client is obligated to inform Legalate in advance in writing of any special conditions for the completion of the assignment, including with regard to specific requirements for the terminology, legal language, etc.
3.4 Legalate is not obligated to use authorised or otherwise professionally trained interpreters or translators.
4. PERFORMANCE AND DELIVERY
4.1 The Product only includes the agreed translation of the Material from Swedish to English or English to Swedish. Legalate is entitled, without the Client’s consent, to carry out any layout change, etc., including changing the font, text size, colors, file format, setup, etc. Legalate is, unless otherwise expressly agreed, always entitled to deliver the Product as a pure text file, Word document, PDF document or by e-mail.
4.2 Legalate is entitled to, without the Client’s consent, to use subcontractors or other third parties, including independent freelance translators.
4.3 The time of delivery is agreed with the Client. Unless the delivery time is otherwise agreed, delivery must take place no later than 30 days after receipt of the Material in its entirety to Legalate. Delivery on the delivery date shall be deemed timely when this has happened before midnight. Legalate is entitled to postpone or stop ongoing or new assignments, provided that no payment has been received for previously delivered assignments.
4.4 If the delivery date cannot be complied with as a result of special circumstances, which are beyond Legalate’s control or Legalate is not to blame, Legalate is entitled to postpone delivery or, where appropriate, terminate the agreement. In such cases, the Client is not entitled to demand price reductions, compensation, penalties, damages or reimbursement. Exceptional circumstances include, but are not limited to, fire, accidents, strikes, riots, war, transport problems, as well as measures taken by the public authorities.
5. INVOICING, ETC.
5.1 Legalate invoices electronically. If the buyer wants a paper invoice sent, Legalate can charge an administration fee of up to SEK 100. Business clients have 30 days to pay from the date of invoice. Payment in full satisfaction of a debt can only happen to Legalate’s bank account, as stated on the invoice. In case of payment after the due date, the amount owed will be charged at 2.5% interest per commenced month. Changes to the payment terms must be agreed in writing between the parties (which can be by e-mail). Payment must be made in a timely manner, even if a complaint has been lodged, or where the Material/Product has been submitted for approval to the Client’s internal/external department.
6. ERRORS, OMISSIONS AND LIABILITY
6.1 Legalate is liable for any fault or defect arising in the Product that is not of insignificant importance to the Client unless the fault or defect is caused by a fault or defect in the original Material submitted by the Client or any other circumstances due to the Client. In the event of a fault or defect arising from the performance of Legalate, such fault or defect shall be corrected at the expense of Legalate.
6.2 If the Client finds errors or defects with the delivered Product, complaints must be made to Legalate immediately and be received by Legalate no later than four (4) days after the delivery of the Product. Submission of a complaint shall under no circumstances exempt the Client from its immediate payment obligations.
6.3 Complaints must be made in writing via e-mail to Legalate with a clear and precise indication of the error that the Client has found. If there are errors or omissions, these will then be rectified by Legalate. Corrections shall be made free of charge, if it can be demonstrated that the fault can be attributed to Legalate.
6.4 When assessing whether a fault or defect exists in the Product, considerations shall be taken to Section 3.5.
6.5 If the Client makes corrections or changes themselves to the Product without prior arrangement with Legalate, or if the Client exceeds the deadline defined above, the right to rectification, compensation, price reduction and damages no longer applies. Legalate is entitled to charge extra if corrections are to be made after the deadline of four days, unless otherwise agreed. The extra charge shall correspond fair market compensation.
6.6 The delivered Product may only be used for lawful purposes. Legalate cannot be held liable for any loss incurred as a direct or indirect result of deficient or delayed translations, etc. It is the responsibility of the Client to check the translation in so far as the Material or Product is expected to have far-reaching health, economic, political, social or human consequences, just as the Client shall duly notify Legalate of such potential consequences before the conclusion of the agreement. Legalate’s liability for damages is at all times limited to an amount equal of the total fee. However, the maximum liability in all cases can maximum amount to SEK 3,000.
7. CANCELLATION, TERMINATION, ETC.
7.1 If the Product is significantly faulty or defective, the Client is entitled to cancel the purchase. Legalate must however be given the opportunity to remedy any deficiencies within a reasonable time. In the event of the Client’s cancellation, the Client is obligated to destroy all copies of the delivered Product. The Client may not use the Product in its entirety or in part.
7.2 Legalate is entitled to terminate the agreement, in its entirety or in part, or postpone completion of the delivery, if the Client goes into bankruptcy or liquidation.
7.3 Legalate is entitled, but not obligated, to accommodate the Client’s possible desire to cancel the agreement, in which case Legalate can demand a Legalate fixed flat-rate remuneration of work performed so far. In this case, Legalate must deliver the part of the Product that Legalate has completed up until the time of the Client’s cancellation of the agreement.
8. CONFIDENTIALITY, ETC.
8.1 All Legalate’s translators are subject to a duty of confidentiality with respect to the translation assignments they carry out. This also applies to freelance translators.
9. INTELLECTUAL PROPERTY RIGHTS, ETC.
9.1 The Client guarantees that the Client possesses all the necessary rights to the Material that must be translated. Legalate must thus be held indemnified for any claim that may arise as a result of the Client’s failure to hold the necessary rights to the Material.
9.2 Legalate retains the intellectual property rights to any Product made by Legalate or one of Legalate’s appointed third parties unless otherwise agreed. The Client is obligated to comply with and respect the copyright authorship, including clear source acknowledgement.
10. APPLICABLE LAW AND PLACE OF LEGALATE
10.1 The relationship between the Client and Legalate is subject to Swedish law. Any case on matters covered by these terms and conditions shall be brought before the Stockholm District Court.
11. OTHER PROVISIONS
11.1 The Client is obligated not to directly contact Legalate’s translators or associated freelance translators for the purpose of ordering translations. The obligation terminates two (2) years after the end of the Client’s most recent translation or proofing agreement with Legalate. Violation of this provision may result in liability for damages.